HomeMy WebLinkAbout2013/10/01 Item 07 ?�.
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CHULA VISfA
10/1/13, Item�
ITED'I TITLE: RESOLUTIO\' OF THE CITY COUI�'CIL OF THE CITY OF CHULA
VISTA bNTERING II��TO A DESIGN BliILD AGREE\4ENT N�ITH
A�JC CONSTRUCTION FOR THE D�EMORIAL PARK RENOVATION
(PR317) Ii�' THE AMOiJNT OF $62;40 . 6
SliB�'IITTED BP: DIRECTOR OF PUBLIC �VORK
REVIE�VED BI': CITY �4ANAGER Abf�er�.S•
ASSISTANT CITY n4A\�AGER�
4/STHS �'OTE: 1'ES ❑ NO �
SU14124R1'
O� �4ay 30; 2013; the Department of Public �LTOrks issued Request for Proposals (RFP) for the
"�4emorial Park Reno��ation Project (PR317)°. The project ��ill re-install ADA-compliant access
benveen the street right-of-way and the north entrances to the museum and other portions of the
pazk as ���ell as re-erade the area; install rurf, decorati��e rock and/or colored sand, drought-
tolerant plantings. and irrieation to provide for 2reater public and event access. The fundine
source for PR317 is a State of Califomia Housine Related Pazks Proeram erant awarded on
September 10; 2012. Staff is recommending the City Council enter into a Desien Build
Aereement �i�ith MJC Construction in the amount of�62,407.86.
EN�'IRO\'DIENTAL REVIE��'
The Development Sen�ices Director has revie��ed the proposed project for compliance ��ith the
Califomia Environmental Quality Act (CEQA) and has determined that the project qualifies for a
Class 1(d) cateeorical exemption pursuant to Section 15301 (Eaisting Facilities) of the State
CEQA Guidelines because the proposed acceptance and appropriation of funding �vill result in
the replacement of older concrete pa�ement and landscapine «�ith similaz but impro��ed
pavement and landscapine at a City public pazk �vith no ezpansion of an e�isting use. Thus, no
fur[her en�ironmental revie��� is required.
RECO�T�iENDATION
Council adopt the resolution.
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l0/1/13,Item 7
Page 2 of 3
BOARDS/COMMISSIONS
The information on the Memorial Pazk Project was shared with the Parks and Recreation
Commission on July 18, 2013, under the Director of Public Works' comments. The Parks &
Recreation Commission suppons the project.
DISCUSSION
On Mazch 27, 2012; the City Council adopted Resolution No. 2012-0�0 authorizing the City
Manager to apply for State of California Housing Related Parks (HRP) Program grant funds and
to enter into a grant agreement if the application is approved. The purpose of the HRP Program
is to increase the overall supply of housing affordable to lower income households by providing
financial incentives to cities and counties with documented housing starts for newly constructed
units affordable to verv low or low-income households. The funds are awarded based on a
formula of the number of units placed into service. The funds may be used for the creation of
new park and recreation facilities or the improvement of eaisting park and recreation facilities.
The City applied for a HRP grant a���ard of $517;000 and in September of 2012 was a�i�arded a
$488,400 grant for various rehabilitation projects.
The general scope for rehabilitation of Memorial Park includes re-installing ADA-compliant
access between the street right-of-way and the north entrances to the museum and other portions
of the park as well as re-grading the area, installing turf, decorative rock and/or colored sand;
droueht-tolerant plantings; and irrieation to provide for greater public and event access. Priar to
the start of construction in an effort to "Value Engineer" the overall project with MJC
Construction, Public VJorks' staff will remove an existing deteriorated trellis structure, selected
concrete pavement, concrete tables and chairs, concrete retaining walls/seats, a fountain and
selected landscaping plantings and irrigation. Upon completion, staff will install a new irrigation
_ controller. This rehabilitation is the first phase of future park improvements which will be
defined in a Park Master Plan.
On May 30; 2013, the Department of Public Works issued Request for Proposals (RFP) for the
"Memorial Park Renovation Project (PR317)". T6e following companies were sent RFPs: MJC
Construction, 3D Enterprises, and Valley Crest Construction. On June 19, 2013, the Director of
Public Works received one bid as follows:
CONTI2ACTOR DETERMINATION OF BID BID
RESPONSIVENESS AMOUi�`T
1 MJC Construction Responsive $62,407.86
2 3D Ente rises Non-Res onsive 0
3 Valley Crest Construction Non-Res onsive 0
The bid submitted by MJC Construction is consistent witl� the engineer's estimate of $70,000.
The Contractor has successfully completed projects of similar scope for other jurisdictions. The
Contractor's License No 754128 is current and active.
Staff reviewed the bid and determined that the bid package is complete, N�ith no errors or
omissions. The items identified that can be performed by the Public Works Department to
prepare the site for the rehabilitation and purchase and installation of the inigation controller
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10/1/13, Item 7
Page 3 of 3
�vere remo��ed from the orieinal bid of�70.031.43. Therefore. staff recommends enrerine into a
Desien Build Aereement ���ith MJC Construction in the amount of 562.407.86.
R'aQe Statement
The source of fundine for this project is a erant from the State of California. The Contractor shall
ensure that the requirements of Chapter l�of Part 7 of the Califomia Labor Code (pertainine to
the pa}znent of prevailine waees and administered by the Califomia Department of Industrial
Relations) are met. These requirements are incorporated into the Construction Contract.
DECISION �ZAKER CONFLICT
Staff had revie���ed the property holdines of the Cin� Council and has found no propem� holdine
��ithin �00 feet of the boundaries of the propem� ���hich is the subject of this action. Staff is not
independently a���are; nor has staff been informed bv an�° Cit�� Councilmember, of anv other fact
that mav constitute a basis for a decision maker conflict of interest in this matter.
CURRE\�T YEAR FISCAL IA'IPACT
A breakdo��m of the project cosu is as follo���s:
FUNDS REQliIRED FOR CONSTRUCTION CO\'TRACT
A. Base Contract rUnount I 5�0,7�8.00
B. Contract Contineencies I �1,000.00
C. Overhead and General Conditions I �10;649.86
TOTAL. FUNDS REQUIRED FOR CONSTRUCTION CONTRaCT $62,407.86
Sufficient HRP grant funds are a��ailable in PR317 to complete the project Funds are available
in the Public \�'orks Department's budget for the demolition and remova] of the current fixrures
and the purchase and installation of an inieation controller. Therefore, there is no direct fiscal
impact to the General Fund related to awardine the construction contract.
ONGOI\'G FISCAL [��IPACT
There is no oneoine fiscal impact as this is a one-time grant.
ATTACHI4ENTS
Memorial Pazk Site Plan
Desien Build Aereement
Prepared 6y: Gordon Day, Building Project:Nanager, Public [f'orks
J:IEngineerlAGE�1`D.41CAS?013110-0l-131REPORT-P�i!A4emoria!Park Brd.4ward.doc
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RESOLUTION N0.
RESOLUTION OF THE CITY COUI�TCIL OF THE CITl' OF
CHULA VISTA A\�'ARDI?�iG A DESIG\' BUILD
AGREE\4ENT TO A4JC CO\iSTRliCTION FOR THE
MEMORIAL PARK RE\'OVATION (PR�17) II�' THE A��101J\T
OF 562.406.86
��'Z-IEREAS, the Citv applied for a HRP grant a�i-azd of S�17,000 and in September of
2012 �+as a���arded a 5458,400 grant for ��arious rehabilitation projects; and
\4'HEREAS, one of the identified priorities is rehabilitation of portions of Memorial Pazk
that aze at risk of failure: and
��'HEREAS, on Ma�- 30, 20li, the Department of Public \�7orks issued Request for
Proposals (RFP) for the "A4emorial Pazk Renovation Project (PR317)". The follo���in�
companies ���ere sent RFPs: MJC Construction; 3D Enterprises; and Valley Crest Construction;
and
V��"HEREAS. on June 19. 2013. the Director of Public A�'orks received one sealed bid for
the "Memorial Pazk Renovation Project (PR317)". The followina table summarizes the bids
received:
CO\�TRACTOR DETERIVIINATION OF BID I BID
RESPONSIVENESS A110UNT
1 � \4JC Construction Res onsive � �62;�07.56
2 � 3D Enterprises � Non-Responsive � 0 �
3 � Vallev Crest Construction � Non-Responsive � 0 �
�VHEREAS. the bid submitted b�� A4JC Construction is consistent �vith the eneineer`s
estimate of�70.000: and
\\%HEREAS, the Contractor has successfully completed projects of similar scope for the
Cit��. The Contractor's License\io 7�4128 is current and active.
NO\�'. THEREFORE. BE IT RESOLVED bv the Citv Council of the Cit�- of Chula
Vista, does hereby award a Desien Build Aereement with MJC Construction for the A�emorial
Pazk Renovation (PR317) in the amount of �62,406.86 and authorize the Cit�� \4anager or his
desienee to execure the aereement.
Presented by Appr d as to
Richard A. Hopkins �G�en R. G ogins
Director of Public �4'orks Citv Atto ev
1:Wttomev�Fl\AL RESOS AND ORDIIVANCE5�013\IO O1 13UtES0-P\V-�9emorial Park.doc
9/24/?Oli 928 AD1 -
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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 A PROVAL .
THE CITY COUN L
U��
Gl n R. Googins
. ity Attorney ,
� Dated: z` ��
DESIGN BUILD AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA AND
MJC CONSTRUCTION INC.
FOR IMPROVEMENTS AT MEMORIAL PARK
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DESIGN BL-II,D AGREEI'IEnT FOR
ID�PROVEn�\TS AT AgD10RTAL PARK IN THE CI'TY OF CHULA VISTA
THIS Ageement shall be for the desi�and construcrion of improvements and the pa}�nent of permitted cosu
therefore("A�eemeni'). This A�eement is made and encered into this _by and betu�een THE CITP
OF CHL'LA�ZSIA,a municipal corporarion(`Cit;�`), and MJC CONSTRUCl"�ON INC_ a TYPE S C.4LffOR\Z�
CORPOR4TION](`Desi� Builder or DB"). Ciry and DB;w�hen referenced herei:L may be referred to
individually as"Pam�- and collecriveh�as"Parties" I'his A�eement is entered into with refereace to the follo�in�
facu: �
RECI"I'.4LS
. 1. On Mazch 27,2012,the Ciry Council adopted Resolurion\'o. 2012-050 authorizin�the City Mana�er to appty
for State of California Housing Related Pazls(HRP)Pro�am�ant funds and ta enter into a�ant a�eement i: �
the applicanou is approved.
�'/' . 2. The funds are awarded based on a formula of the number of units placed inco sen�ice. The funds may be used
for the crearion of new pazk and recrearion facili:ies or the improvement of existine park and recrearion
facilives. V
3. The City applied for a�rant awazd of 5517,000 and in September was awarded a�ant in the amount of
S488,400 for various rehabilitation projecu. One of the idenrified priorities is rehabilitation of portions of
Memorial Puk that aze at risk of failure. -
4. As part of that effort,on May 30,2013;the Depaztrnent of Public Works,Engineering Division, issued a
Request for Proposal(RFP),pursuant to §2.57 of the Cicy's Mimicipzl Code;to address renovarions to the azea
alone the Third Avenue side of Memorial Pazk to qualified Desi�-Build firms off the Priority List.
5. Ihe following companies were sent requess for pioposals:MJC Conmucrion Inc,Valley Crest Consffucrion;
and 3D Enterprises. Only one(1)qualified company responded to the RFP.
6. Followine an interview,ihe Desi�Builder(DB)MJC,w�as selected as the respondent who best met the
design;monetarv and rime criteria of the project wich whom City cou]d negoriate an ageement
7. As pan of DB's proposal,DB sdbmined a`'Not to exceed Gross Maximum Price' for the Project in the
amounc of Sixty-two Thousand four hundred seven and ei�ity six cenu.(562;407.86)("Estimated
Cosr'/"EC").
8. Followina City's approval of 90%Construcrion Documenu("CD"),DB shall submit a waranteed maximum
price("GMP")for Memorial Pazk,not to exceed the Gross Maximum Price pltu City Contineency; for which
the project shall be desi�ed and consuucted.
9. D1B shall comptete[he Project, as a peblic improvemenc,accordina to plans and specificarioas approved by
Cirv,for an amount not to exceed the G�fP.
NOW Tf�REFORE, in considera[ion of the recirak, mu[ual obligarions of the Parzies,tLe covenanu and condirions -
herein, and for other good and valuable;the suf6ciency of which is herebv ac]<nowled�e;the Pazties a�ree as
follows:
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ARTICLB 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 requued 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 acmal product built.
CEQA: Califomia Environmenta]Qualirv Act.
Calendar Day(s): All days of the week,holidays and weekends included. �
Change Order. A wTitten order, approved by City, authorizing a chan�e in the work to be performed. .
� City: The Cirv of Chula Vista.Unless specifically provided otherwise, H�henever this Agreement requ'ues an action
or approval by City,that action or approval shall be performed by the Ciry representative desi�nated by the
Ageement.
_
City Council: The City Council of the Ciry of Chula Vista.
City's Project Administration Costs: Char�es that City incurs to: (i)administer the acquisition of the Property,
(ii)review and approve the plans and specifications for the project 'unprovements,and(iii) inspect the project
improvements during conswction,until completion and Acceptance of the Project.
Contract Documents: Including,but not limited to: Contract Addenda,Notice Inviting Bids, Instructions to
Bidders, Bid(includin�documentation accompanyin�Bid and any post-bid documentation submitted prior to
Notice of Awazd),the Bonds,the general conditions,permits from other a�encies,the Special Provisions,the Plans,
Standard Plans, Standard Specifications, Reference Specifications, and all modifications issued afrer the execution
� of this Agreemeut.
Contract Time: The number of Calendaz Days permitted under this Agreement for DB to achieve Substaniial
Completion.
� Defec[ive Work: All work; material, or equipment that is unsatisfactory, faulty, incomple[e, or does not conform to
the Contrac[documents is defective. � � .
Desien Build Team (DBT): Those individuals desi�ated as being a part of the Desi�Build Team.
Estimated Cost The[otal cost of the Project as estimated in preliminary cost estunates as shown in E�chibit A
Extra Work: Any Ciry additions, modifications, or deletions to work.or DB obligations under this Ageement not
within the original Scope of Work contemplated by this A�meement.
Final Completion: The point at which the last of the followin�has occurred: (1)recordation of a Notice of
Completion for the Projecr. (2)acceptance of the Project by the Ciry; (3) submission of all documents required to be
supplied by DB to City under this A�eement, includin�but not limited to As-Built Drawings,warranties, and
operatine manuals; and(4)and delivery to City of a Certificate of Completion duly verified by DB.
Greenbook: Ttie most receut edition of the Siaudard Specifications for P�blic Works Construction(including any
Ciry 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 A�eement,
� which amount shall indude all authorized costs for labor, equipment, and material to design and build a fully
functional Project in accordance with all applicable rules,regalations, and laws.
Hard Construction Costs: Direct construction costs incurred in performin�the work, includine taxes, delivery and
installation. Hard Construction costs shall oot include DB mazkup,handling fees, overhead, or other chaz�es;
except as otherwise set for[h in this A�eement.
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Hazardous 1qa[erials: Hazardous�vaste or hazardous substance as de5ned in an}� federal, state,or local staru[e.
ordinance,rule, or re�ulation applicable to the Propem�; includine,w�ithout limitacion che Compre6ensive
Environmental Response;Compensation, and Liability Act of 1980, as amended(Title�2 United Staces Code
secrions 9601-96 i5),the Resowce Consen�anon and Recovery Act(Title 42 linited States Code sections 6901-
6992k),the Carpenter Presle��-Tanner Hazardous Substance Account Act(I-Iealth and Safen�Code sections 25300-
25395.li), and the Hazardous L1'aste Convol Law(Health and Safery Code seccions 25100-25250?5). "Hazardous
Materiak"shall also include asbestos or asbestos containing materials; radon gas, and petroleum or petroleum
fracrions, w�hecher or not defined as hazardous waste or hazardous subscance in am�such starute,ordinance,rule,or
rewlation.
Holidac: The Cin�-observed holida��s.
LaN: All Fedenl; State,or local laws,reeularions, ordinances, and/or policies.
Dlilestones: Dates shown on the Project Schedule by which DB shall complete major tasks either durine desi�or
consvuction of the Projecc.
A`EP:1: A'ational Envuonmental Polic��Acc.
iVotice to Proceed: Cin's written notice authorizing DB to couunence Work and/or Services on the Project.
Notice of Termina[ion: A H�ritten notice from Cirv to DB terminatins the A�eement ici accordanceµ•iih Article
XXVII. - _ _
Project Site: The propem located at Third Avenue and Pazk R'ay and furtLer described in Exhibit`A", attached.
Reimbursable Costs: fi/A
Services: Professional sen�ices, includin�desi� and consvucnon manaeement of the Project that aze required to
desi�and construct the Projett in accordance with the Contract Dowments. Services does not include N'ork.
Substantial Completion: That staoe in the pro�ess of the coostrucrion when all R'ork on the Projecc is sufficiently
complete in accordance with the Consffuctiou Documenu, so[ha[City can fully utilize ent've Project; Subscantia]
Complerion shall furcher mean chat all 000ds; services andsystems to be provided under the[erms and conditions of
the Construcrion Documents aze in place,have been initially tested, and are operationally functional,subject only to
final testing, balancing and adjustrnenu and normal Final Completion punch listµ•ork.
� Title 24: Califomia Buildine Standazds Code, Califomia Code of Regulations, Ticle 24.
R'ork: All labor,materials; supplies, and equipment that aze necessary to construct the Project in accordance wich
rhe Convact Documenu. N'ork does no[ include Sen�ices. �
��'orl:ing Dar(s): Monday through Frida}•, excludine City holida}�s.
ARTICLE II. SCOPE OF THE AGREE�IE\T
21 GeneraL Except as expressly provided in this A�eemenc DB shall desi�n and conswct the Project in
accordance w�ith all the terms and condirions of this A�eemenC approved Plans and Specificarions, and[he
timefraznes established by che Project Schedule,attached as Exhibit a delivering a complete and fuuctiooal
Projectµ�thin[he Conuact Time for an amount no[to exceed the GMP.
ARTICLE III. iEILrI �
3.1 Term of Asreement 1'his A�eemeot shall be effective on the date it is executed by the last Pam�to sien che
Ageement followine City Council approval by Resolurion. The term of this Ageement will eatend from the
date of execution uncil sarisfacrion of all cerms and condicions herein, unless this Ageement is eazlier
terminated.
��9
ARTICLE IV'. GENERAL PROJECT PERFORMANCE OBLIGA'IIONS
4.1 S[andard of Care. Throu�hout the performance this Ageement,performed under this A�eement, DB agees
that all Services and Work provided as part of this A�reement shal]be performed in aceordance with the
standards customarily adi�ered to by experienced and competent professional architectural, engineering,
landscape azchitecture,and construction fums using the degee of care a�d skill ordinarily exercised by
repatable professionals practicing in the same field of service m the SCate of Califomia.
42 Compliance with all Laws. In the performance of this Agreemeut, DB shall comply with ali laws, including
but not limited to:
4.2.1 All City, Counn�, State,and Federal laws, codes and regulations, ordinances,and policies,includine,
but not limited to, the followiug:
4?.1.1 Environmental Regulations (i.e. CEQA/NEPA).
4.21.2 The Americans with Disabilities Act(`ADA") and Title 24 of the Califomia Buildine Code. It
is the sole responsibiliry of DB to comply with al]ADA and Title 24 reeulations.
4.2.1.3 The Califomia Fav Employmen[and Housing Act and all other-Sta[e,Federal and loca] laws
incl�ding,but not limited to,those prohibiting discrimination on account of race, color,
national origin,religion,age, sex or handicap.
4.2.1.4 The Clean Air Act of 1970,the Clean Water Act(33 USC li68)-Executive Order 11738,and
the Stormwater Management and Discharee Control-Ordinance No. 0-17988. �
4?.1.5 DB shall comply with the Essential Services Building Seismic Safety Act, SB 239 8 132.
4.2.1.6 DB shall comply unmediately with al]d'uectives issued by Ciry or its authorized
representatives under authoriry of a�y laws, statutes, ordinances,rules,or regulations.
4?.1 J DB shall obtain and compty with all permits necessary top complete the Project, including,
but not limited to Development Services Deparnnent permits and hazardous material permits.
4.2.1.8 Zoni��, enviro�mental,building, fue and safety codes and coverage,densiN and density ratios
� and lien laws. - �
4.2.2 Implied Knowledge ofLaws. DB shall be responsible.for all amendments or updates to standards and
of all amendments or updates to standazds, whether local,state, or federal, and such knowledee will be
imputed to DB to the eatent allowed by law.
4.3 Desien and Construction Standards. In the performance of the Services and Work covered by this
Agreement, DB shal]comply the most current versions of design and construction specifications, all of which
shall be incorporated herein by this reference. -
43.1 Standard Specifrcations.
43.1.1 Greenbook. The 2009 Edition of the Standard Specifica[ions for Public Works Consuuction.
4.3.1.2 Califomia Department of Transportation Manual of Traffic Controls for Constrvction and
Maintenance Work Zones. .
4.3.2 CrN Specifications.
43.2.1 The 2009 Edicion of the Chula Vista Standard Special Provisions.
43.2.2 The 2012 Edition of the Regional Standazds.
43?.3 The 2002 Edition of the Chu1a Vista Consrivction Standards.
4.3.2.4 The Ciry's facility program, performance and design criteria, concept drawings, and reports.
43.3 Energy Conservation Standards.
��� �
4.3.4 Marerials Standardr. DB shall use indusvial gade;not residential�ade; equipmen[and accessories
for all faceu of desi�and consvuccion.
4.4 Obtain Cirv Auaroval. For an}�and all actions under this Ageemenc thac requ've Ciry approval; includino,
but not limited to;changes or additions to Ageement,DB shall obtain approval in writine from the desisnated
Cirv Representative, or when requued by Law, from the Cin•Council. DB ac]<nowledses chat approval from
an}�individual other than the desi�azed Cin�Representarive or Cin�Council, where requ'ued shall not be
�•alid.
4.4.1 Failure to Obrain Approvol. ,4ny cosu or dela}•s resulting from or associated with additions or
modifications implemented wichout the written authori7ation of the City Representative shall be bome
exdusively by DB and not be gounds for an increase in GMP or Cootract Tune.
4.4.1.1 Emereency. In the e��eot of an emergeocy, DB shall take all reazonable acrions necessarv co
procea public health, safety or propem�. Such action shall noc requue advance Cicy approval;
how•ever,DB shall notify che City immediately of the emereency and as soon u reasonabl}�
possible provide a Hritten statement to the Ciq�explainine the emereency and the reasonable
actions takeo. Provided the emersencv u•as not caused bv or iu creation conffibuted to bv the
DB, iu employees, agenu, or subcoou-actors, DB ma}�be entitledto reasonable compensa[ion
for such acrions.
4.41 A'o Release From Obligations. City approval shall be a eeneral approval only,and such approval shall
in no way release or relieve DB of responsibility for complyine with all applicable laws,codes,and
good consultine, design, or construction praccices.
4.� Decision D1al:in�. DB shall mal:e decisions with reasonable prompmess to avoid delay in the orderly
progess of DB's obligazions under chis A�eement and pursuant to the Projec[Schedule,attached as Exhbit
::A„
4.6 Perform Services and Work in Phases. The Sen�ices and Work under this A�eement shall be performed
three(3)"Phases" in the manner and order described herein.
ARTICLE Y. PHASE I—DESIGN DEVELOPDSENT
S.1 Desian Team. City has awarded this Ageement based on the specific qualifications of DB to perform che
. desi�services required under this Ageement. All such services shall be provided by DB unless the Cin�has
approved of the use of Subconsultanis in the maoner identified in Article VIII.
5? Sen�ices. In Phase I,D/B shall perform sen�ices u�ith City Staff includin�_buc not limited to,the followine:
�.2.1 Projecr Development. Develop and refine Project requirements.
� 5.22 DDD. Prepaze complete DDDs, such that the DDDs include; �iithout limitation,the followino:
5.2?.1 Site Plans. Site plan wich pertinen[notes aod dunensions indicatine propem�line; exisrina
public streeu, sidew�alks,curb cuu,other public improvemenu;required setbacks; service;
trash. fue lane and wck aceess, adjacen[buildines;buildin�outline;baskecball cowu, mulri-
use sports &eld, sofrball field, informal sl:ate azea play azeas, shelters, landscape and site
elemenu.
5.2.2? - -
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5.2.2.7 Outline specifications, written description of materials and components includin�site work.
5?.2.8 Traffic circulation and landscapin�should also be indicated at this stage if applicable.
� 5.23 Code Complionce. Verify all code compliance, including building construction type, occupa�cy
sprinlcler requ'vemenu, existing, zoni�g and other agency conformance and ADA.
5?.4 Submittals. Prior to proceeding with Phase II,DB shall prepare and submit the followin�ro the City
for review and w�ritten approval.
5.2.4.1 DDDs. Completed DDD.
5.2.4.1.1 Conditional ApprovaL In the event that Ciry grants conditional approval, DB shall
address all City comments or issues and make associated revisions in the�ext set of
drawinss developed and submitted.
5?.4.1.2 Delay/Costs. Any delay or additional costs resultin�from the re-submittal shall be
bome exclusively by D/B and no[be�rounds for an increase in the GMP or Contract
Time.
5.2.4? Other Deliverables. 3D rendered unages, color and material boards,reflected ceilino plans,
and special system or equipment plans.
ARTICLE VI. PHASE II
I 61 Phase II Services. In Phase II of the Project, DB's shall perform Services including,but are not limited to,
the followina:
. 6.1.1 Project Development. DB shall diligently prosecute the developmen[and refinement of Project
requirements and review such requiremenu with City;
6.1.2 Digital Documentotion. DB shall prepare CD's which shall include,without limitation,the following:
6.1:L.1 Architectural plans and details, including: �
6.1.2.1.1 Site plan indicating genenl locatioo and nature of on-site and the necessary off-site
improvemeots. �
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6.1.2.4 Landscape and Irrieation plan and detaik.
6.1.2.5 Electrical plans and details.
6.1.2.6 Plumbine plans and details.
6.1?.i PI3II5 SIlOW1I14 installation of major s}�stems, equipment fued fumishines and emphics.
6.1?.8 7'echnical specifications.
6.1?.9 All other technical drawines, schedules,diagams and specifications,to set forth in detail the
requiremenu for construction of the Project w�hich, at a minimum, include:
6.1?.9.1 Infoanarion customarih�necessan�for che use of[hose in[he buildine trades.
6.11.9.2 Documents customarih�oecessan�to obtain reeulazorv aeency approvals.
6.12.9.3 Color board and azchitectural renderine for requ'ued presentations.
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6.1.2.]3 Final specifications, includine but not limited to,ihe follow•ino:
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6.1?.1 i3 Elec�ical. Description of electrical services,includins voltaee;t}�pe and number
of feeders; liehtine svstems. includine liehtine levels and audiovisual: securirv-fue
� alarms: and cable antenna tele��sion svstems.
6.1.2.13.� Laodscape. General description of the construcrion, includine plan materials,plant
locatioos,maintenance period, aod irrieation systems.
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7�13
6.1?.13.6 Site R�ork. General descriptioo of the construction, includino finishes,types of
materials and locations.
6.1.2.li.7 Other. Such other documents to Fix and describe the size, qualiry aud character of
the ent'ue Project,its materials, and such other elements as shall be appropriate.
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6.13 Project Seguencing. DB shal] determine and establish the sequence of construcaon, and if
appropriate, identify separate bid packages to accomplish phased construction of the Project.
6.1.4 Critical Path. DB shall prepare a detailed Critica]Path Method schedule for all construction
components of the Project("Detailed Construction Schedule")uti]izing Microsofr Project software,
showing all major milestones,bid dates for the major bid packages,commencement of conswction,
sequence of construction, completion of shvctural elements, and completion of the Rohr Park Shade
Structures, all of which shall conform with the dates of Substantial Completion and Final Completion
of Project.
6.1.5 Governmental Review. DB shall review, as needed, the CD's with the governmental authorities
havine jurisdiction over the Project.
6.1.6 Accounting System. DB shall provide a master accounting system and matrix on Microsofr Excel that
will be updated,expanded, and provided to the Ciry monthly as the Project develops.
6.1.7 Projecr Monagement Plon. DB shall develop and implemen[a Project Mana�ement Plan and
Procedures includine:
6.1J.1 Project starus reports.
6.1.72 Coordination/interface with tbe Ciry and its other consultants/contractors
6.1.73 Initial Design kickoff meeting to be held no later than five(5)working days from the Effective
Date of A�eement.
6.1.7.4 Biweekly Design and Construction meetings
6.1 J.5 Interface and communica[ions with o[her agencies
� 6.1.7.6 Vendors and subcon�actors management �
6.1.7.7 Document control
6.1 J.8 Schedule and budget control
6.1.7.9 Quali[y assurance and qualiry control. DB shal]establish and maintain a quality control
pro,gam with appropriate reviews and independeot testing procedures to ensure compliance
with the Construction Documents during the conswction phase.
6.6.10 Schedulin�and wst control reports,which shall be provided monthly throu�hout the design
phase.
61.8 Construcrion Drmvings and Specificarions. DB shall prepaze construction drawings and specifications
suitable for obtaining Ciry-approved permits and to allow constr�ction.
6.1.9 Ciry Approval. DB shall submit Construction Documents 9nd obtain Ciry approval in writin�of the
Construction Documenu at fifty percent(50%), sevenry 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 Notificarioq Modification; and Resubmittal. At 50%, 70%and 90%Completion, Citv will
❑otify DB in writine within the tuneframes established in the Project Schedule followins
receipt of Construction Drawin�s of City approval,or of request for modifications. If V
�8� 4
modificazions are requesred DB shall modify and resubmit Conswction Drawings for Cin�
approval.
6.1.9.3 DB Suppor� DB shall pro��ide support to a City ConsvuctabiliR�Re��iew�Team for the
review of che Construction Documents at all staoes of required submission.
6.1.10 Materrals and Equipmenr Specifications. DB shall prepaze technical materials and equipment
specifications for pre-purchase.
6.1.11 Surveving ond Tesring. DB shall coordinate,perform,and complete all surveyine;matzrials testin�,
and special testin�for the Project at the Project site u required b��this Ageement,the State Buildin�
Code, or am�other law or regulation, in accordance with aod coasiderine the folloH ine:
6.1.11.1 Greenbook 2009 Section 2-9 titled"Sur��evine" and Cirv of Chula Vista's Horizontal and
Vertical Co�vol found on the Survey Control Nenvorl:Map loca[ed on the Cin�'s In[emet via
the follow�ine link:
http://wu���.chulavistaca.eov/Cirv Services/Development Services/Eneineerine/index.aso
6.1.11.2 Ea�istine Conditions. DB shall obtain all necessarv soils investieation and conduct
a2ronomic testine required for desi�of the Project.The Soils Consultant shall prepaze a
statement that will be induded in the Bidding Documenu as to the oature of soils,gound
u�ater conditions and anv other information concemine the existina conditions of the site.
6.1.113 Uriliries. DB shall pro��de all requued information for the construction or relocation of
Public or private utility facilities tha[must be coastructed or relocated as a result of this
Project. DB shall file all of the requued documents for the approval of authoricies havine
jwisdiction over the Project and in obiaining the services of all utilities requited by the
Project.
6.1.1].4 Geotechnical Information. DB shall obtain all necessarv eeocechnical information required
for the desi�and consvucrion of the Project.The Project Enoineerine Geolosist and/or
Project Soils Eneineer(qualified R.C.E. or RG.E.)shall prepare a statement that will be
included in the Biddine Documenu,to address existins eeotechnical condirions of the site
that mieht affect construction.
6.1.11.5 Addiriooal Surveys. D/B shall provide additional site surve��s and eeorechnical invesiieations
_ to the extent that DB determines they are necessarv for final design.
6.1.11.6 No Reliance. DB shall oot rely on City survey informarion as it is intended to be preliminarv
in nature and may not ha�•e sufficient accurac}•or scope to support final desian.
6.1.12 SWPPP. DB shall prepare and incorponte into[he Construcrion Documenu a Scormwacer Pollution
Prevention Plan("SWPPP")to be implemented by the DB durins Project wnswccion. Rhere
applicable,the SRPPP shall comply wich both the Califomia Reeional Water Qualiry Conffol Board
Statewide Geneml Conswction Storm Waeer permit and Narional Pollution Discharge Elimination
System permic requ'uements and any municipal reeulations adopted pursuant to the permits.
6.1.12 .4kernatrves. DB shall evaluate altema[iae svuctural and construction approaches to ensure
economical desi�s,which optimize constructabiGty, yet meet all codes,architectural concepts,
schematic desi�s, and standazd specifications ofthe Project.
6.1.13 Permirs. DB shall obtain general building permit for Phase III and all ancillarv permiu and licenses,
includine but not limited to; demolition permiu, improvement permiu and�ading permiu at ihe
Notice to Proceed to tha[phase of the projecc.
6.1.14 Updored Cosn. DB shall provide updated construction cost escimates in conjunctioo with the
submittals required in Secrion 6.19 to suppon Value Eneineerino("VE")and constructability reviews.
6.1.1� Final Review and.4pproval ofPlans and Specifications. DB shall deliver to City complete
Constr'ucrion Documen[s, iutludino Consffuction Drawin�s, Plaru and SpeciScations for the desi�
and construction of che Project. City agees to review the Conswction Documenu and provide Cirv`s
- written wmmenu to DB within 10 Business Davs of[he date such Coostruction Documena are
7 915
delivered to Ciq�in accordance with the notice provisions in Article XXIX. Approval shall not be
unreasonably withheld. If requested by Ciry, DB shal]make chaoges to the Construction Documents.
ARTICLE VII. PAASE III.—CONSTRUCTION PHASE WORK AA'D SERVICES
7.1 Phase III. Work and Sen•ices. The DB shall constrvct the Projec[in accordance with City-approved plans
and specifications prepazed by the DB to meet or exceed al]requirements of the Ciry provided program,
schematic design and the performance criteria. The DB shall:
7.1.1 Bidding. DB shal]prepare and submit to the City for review separate bid packages, such bid packa�es
shall be oreanized in the manner that DB determines is appropriate ensure the efficient and wst
effective construction of the Project.
7.1.1.1 Competitive Bidding. DB shall competitively bid the respective bid packa�es for the
consttuction of the Project.
7.1.1.2 Pre-Bid Conferences. DB shall schedule a�d conduct pre-bid conferences to answer questions
posed by bidders. Said answers and any other information required to provide clarification to
[he Consuvction Documents during[be bidding process shall be-issued as written addenda and
provided to al]prospective bidders.
7.1.1.3 Schedulin�. DB shall coordinate schedulin�of bid packages,submittals.
7.1.1.4 Bid Results. DB shall submit to the City a summary of bid results for each bid packaee.
7.1.1.5 Bid Protests. DB shal]heaz and decide bid protests and shall develop and maintain bid protest
procedures for that purpose. Ciry shall be timely informed of all bid protests (prior to
resolutiou)and the outcome of said protests.
7.1.1.6 Equal Opportuniry Contracting/I�'ondiscrunination. DB shall�ot discriminate on the basis of
race,gender, religion,national origin, ethnicity, sexua] orientation, age, or disabiliry in the
solicitation, selection,hiring or treatrnent 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 A�eement and may result in contract termination, debarment, or other sauctions.
The Iangua�e of this Subsection shall be inserted in contracts between DB and any
subcontractors,vendors, or suppliers.
7.1.1.7 Executit��Contracu. DB shall be responsible for entering into subcontracts, in DB's own
name, with the bidder who in DB's discretion and professiona]opinion best meets the
monetar��,time, and performance requ'vement of the Project. DB shall be responsible for
ensuring that these contracts fully comply with all applicable local,state a�d federal laws, �
some but not all of which are listed below.
7.1.1.8 Additive Alternatives. DB shal]require addi[ive altemates for eztended warran[ies in bid
packases for roofina and HVAC systems.
7.1.2 Meetrngs. DB shall conduct meetings identified below:
7.121 Preconstruction Meeting. DB shall conduct a preco�struction meeting with its officers,age�ts
and employees and City. The purpose of this meeting is to discuss: (i)the Ao eement
conditioos, (ii) Scope of Work darifications, and(iii)City policies, inspeciion requuements,
and procedures. -
712.1.1 Attendance. DB shall ensure that the preconstruction meeting is attended by DB's�
construction contractor,project manager, all DB's major subcontractors,the City's
- project manager and al] other persons necessary as determined by DB or City. .
7.122 Progress Meetings. DB shall conduct weekly proa ess meetings with the City and appropriate
desisn and construction members.
�10� 6
i.1.2.3 Conuactor Meetings. DB shal] conduct cootractor meetinos, as necessarv,to pro��de
technical input.
7.1?.3.1 DB shal]provide interpretation of technical specifications and drawin�s.
7.1.2.4 Reschedulina. Progess Mee[ings may bz rescheduled if rescheduled meecine rimes are
convenient for all necessan�panies, and D/B has�iven no less than fi��e(5)Calendar Da.�s
prior wriaen notice of the rescheduled meetin�.
i.12.5 D4inutes. DB shall tal:e correspondina meetine minutes and disvibute copies to al] attendees.
7.12.6 Reporting. DB shall monicor and report to the Cin•on actual performance compared to the
Project Schedule,provide updated As-Builu, and�-erifi�chat the]atest chanees to che Project if
anv. have been made.
i.]3 Construcrion Monogement. Durine construction of the Project DB shall perform and be responsible
for cons�uction manaeemenL supervision, and administration services, indudino,but not limited to,
tracl:ino and reportine all expenses and all aspeca of the consttuction and coordinatine all construction
means;methods,techniques, sequences and procedures to ensure the efficient and orderly sequence of
the consavction of the Project. _�
i.13.1 Resident D4anasement. DB shal]pro��de resident manaeement and contratt adminisvation
includine specialisu necessan�for the funcrional, safe; on-budget and on-schedule completion
of the Projec[; startin�witl�che issuaoce of a No[ice co Proceed,upon receipt of final
conswction drawines, from the City and ea�tendine ttvou�h issuance ofNotice ofCompletion
aod Acceptauce. Ciw staff will perform inspections to verify compliance with the plans,
speci5cacions aod cootract documeuts. The DB resident staff shall enswe consffuction
compliance with applicable local, state, and federal codes, building and endvonmental permit
requiremenu;construction mitigation documenu and enforcemeot of the Contract Documenu.
7.1.32 Records Manaeement. DB shal] implement and mainrain an intemal records mana�ement and
document convol s}�stem as required[o support project operarions. The DB shall provide
records mana�ement and document con�ol informarion in a manner consistent u�th the Cicy's
reportin�system.
7.1.3.3 Cash Flow. DB shall develop a projecrspecific Plan for de5ning trackine and reportina cash
flow acrivity requirements and submit such plan to the City for review and approval prior to
implementarion.
i.1.3.4 Repottine. DB shall keep City informed of the progess and quality of the desi�and
construction of the Project.
7.1.3.� Documents On-Site. DB shall maintain a complete aud up-to-date set of Consvuction .
Documeots in the Projecu field office at all times durin�construcrion that reflect all chanoes
and modificarions.
7.13 Site Sajerq Securitv, ond Complionce. DB shall be respoosible for site safety, securin�, and
compliance wi[h all related laws and regularions.
7.1.3.1 Persons. DB shall be fully responsible for the safety and security of its officers, agen[s,and
employees City's officers, asents, and employees, and third parries authorized by D/B to
access the Project site.
7.1.3? Envuonmental. DB shall administer aod enforce the Environmental ivtitieation Dlonitorine
and Reporrin�Plan for the Project, if anv. In addition,DB shall report em�vonmental issues to
the Cirv in a manner consistent with che Cin•`s reponin�system. DB shall be responsible for
the environmental consequences of the Projea consuvccioo aud shall comph�with all relaczd
laws and re�ulacions, including the Clean Air Aa of 19 i0,the Clean Water Act Executive
Order number 11738, aod the Stormwazer D4anagement and Dischazge Convol Ordinance tio.
0-I i988 and any and all Besc Manaeemeot Pmctice euidelines and pollurion eliminarion
requiremenu as may be estabfis6ed b}�the Enforcement Official.
11
7-17
7.13.3 Risk of Loss. DB is responsible for the Project,project site, materials; equipment, and all
other incidentals unti]the Project has been Accepted by tbe Ciry and shall bear any wsts or
expenses associated w�ith the loss thereof or damage thereto, including by theft, fve, or other
casualties.
7.1.4 Pu6lic Right-of-N'm. All work, includin„materials testin�, special testi�g,and swve��ing to be
condacted in the Public rl�ht-of-way shall be coordinated wiYh the Ciry.
7_1.4.1 Materials Testing. DB shall pay for and coordinate with Ciry to have all material tests w�ithin
the Public right-of-way aud an��asphalt paving completed by City's Material Testing
Laboratory.
7.1.42 Surveying. DB shall pay for and coordinate with City's Engineering Division all surveying
required within the Public risht-of-way.
7.1.43 Follow all Laws; Rules,and Regulations. DB agrees to follow all City standazds and
regulations while working in the Public right of way, including but not limited to, utilizing
proper traffic control and obtaining necessary permits.
7.1.5 Tra�c Control. DB shall address all traffic contro]requirements for the-Project includin�, if
necessary, separate traffic control plans and/or notes.
7.1.6 Abo7ement. DB shall develop a mutually a�eed upon prob am to abate and minunize noise,dust, and
disruption to access for pazking and services at all tunes for adjacent business entities and residences.
7.1.7 Inspections. DB shall coordinate any and all required inspections, including specia] inspections; in
such a mannec 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 inspec[ion and
testing tasks. The City will provide inspection, special inspection,re-inspection services,and periodic
building inspections.
7.1.8 Permits. The Parties acknowledge that the conshvction work to be performed on the Project by DB in
compliance with[his A�eemen[is subjec[to the prior issuance of building, land development,and/or
public improvement permits paid for and obtained by DB. In the event that Ciry,or any other
governmeutal agency, unreasooably refuses to issue the permit(s)necessary to authorize the work to be
performed or if the permit(s)are unreasonably canceled or suspended,[hen DB is relieved from its
obli�ation ro wnstruct those improvements covered by the denial of said permit(s). City shall,under
such cucumstances,pay DB the reasonable costs;not to exceed the amounts identified in this
- A,geement, for all work completed up to[he date of denia] of said permit(s). All plans, specifications
and improvements completed to the date of the denial, suspension or ca�cellatiou of said pecmit(s)
shal]become the property of Ciry upon DB's receipt of payment in full as described above.
7.1.9 Mainrenance. 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, DB shall be
responsible for o�-going site maintenance, including any erosion prevention measures. Prior ro Final
Completion, DB shall cause to be removed from and about the Project all tools, construction
equipment, machinery,swplus materials, waste materials and rubbish and deliver the site to the City in
a clean,neat, sanitary and safe condition.
� Z1.8.1 Waste Removal. Please be advised that Chula Vista Municipal Code 8.24.070 provides for an
� exclusive franchise for the remova] and conveyance of all solid waste for hire(including
recyclables)within City limits. The exclusive franchise ageement 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 Ciry's franchise hauler is Allied(formerly Pacific)Waste Services
and may be reached at(619)421-9400.
� 7.1.10 Request for Information ("RF7). Parties acknowledge that the RFI process is solely for
correspondence between DB and iu agen[s;however, DB shall submit copies of each RFI to City at
the within nvenry-four(24)hours of receipt. DB shall issue responses[o RFIs. Unless D/B
specifically requesu a City response, City will not respond ro RFIs.
�1� 8
,
7.1.1] Rei•ie�.�and.Approvol. DB shall pro��ide tunel��revieu and approve shop drawings;samples of
conswction materials, produc[daca schedule submittals; and ocher submiaals for complianceµ�ich the
Consnvcrion Documenu. DB shall keep the Cin�ad��sed of all such matters bein�reviewed and
approved b}�DIB and forwazd copies of such documenu[o City for review.
7.1.1? Royaltres ond Orher Fees. DB shall pay royalties aod license fees, if applicable. D/B shall defend
suiu or claims for infiineement of patent ri�hu and shall defend and hold City and Cin�`s asents
harmless from loss on account thereof
7.1.13 Provide City H�ith a Detailed Construcrion Schedule(DCS)on an disc(CD)w�thin founeen
(1�)working days afrer receivine No[ice to Proceed with Phase IV,provide updated versioas of DCS
on a monchly basis, and provide immedia[e norice of any impact on cricical path items.
ARTICLE VIII. SUBCONTRACTL�G
8.1 Subcontractine.
8.1.] Design Seruices. DB shall perform or obtain the prior w�ritten consent of the City to subcontract all
desien services for the Project utilizing qualified licensed and sufficiently experienced architects;
eneineen and other professionals(herein jointiv"Desi�n Consultanu"). DB shall not be pertnitted to
substimte an��Desi�Consultant unless authoriud bv Cirv.
8.1.2 Construction Services. DB shall perform all construction on the Projec[utilizing subconttactors
appropriately licensed by the California Contractors State License Boazd or other requued a�ency.
ARTICLE IX. PROJECT SCHEDULE
91 Proiect Schedule. DB shall perform and complete the Services and�'ork under this Agreement accordine to
the rimeframes set fonh in the Project Schedule; attached hereto as Exhibit"A",or a subsequendy revised
Project Schedule in such a manner that the GMP or Contract Time of che Project shalPnot be exceeded and that
is consiscent with the Scandard of Care iden[ified in Section 4.1.
9.1.1 Projecr Schedule. DB has submitted; as part of its proposal, a Projec[ Schedule based on iu estimate
of the tune necessary to complete the Project.
9.1.2 D/B's Obligatron. Subsequent to the effective date of this A�eemenL DB shall provide, coordinate,
revise, aod maintain the Project Schedule for al]phases of the Project.
9.].2.1 During the Project initiarion and desi�phases,the DB shall submi[an updated Project
Schedule mouchl7 to the Ci[y for approval.
9.].22 During Consttuction; DB shall submit an updated Project Schedule monthly to the Ciry and
shall indude:
9.]??.] Forecase Data with the intended plan for the remainder of the contract dwation.
9.1.2.2.2 .4ctual Data with indications of when and how much Work and/or Services was
performed(%complete).
9.1.2?.3 Logic chan�es or other changes requ'ved to maintain the Projecc Schedule.
9.1.3 Detail and Format. The Project Schedule shall be substantially similaz in detail and form to E�ibit
[I�SERTJ; or it shall be in the foan subsequendy a�eed to by the Parries.
9.1.4 Submrttal. Project Schedule shall be submitted to Ci[y on a computer disk in a version of�ficrosofr
Project or Exce] spreadsheet.
9? Proiect Completion. DB aclmowledees that all work on the ProjecYs Construc[ion Phase I under this
A3eement will be complete and read}�for its intended use by the Project Completion Date,November 2013.
93 Chanoes in Proiect Schedule. Changes iu Project Schedule, ��hether to loeic,definition, or relationslup must
be approved by the City in writin�as a Chanoe Order pursuant[o the manner identified in.Article XIII.
�119
ARTICLE X. DELAY IN PERFORMANCE
10.1 Time of Essence. Time is of the essence for this A�eement and each provision of this A�reement, including
the Project Schedule; Stan Date, and Project Completion Date contained herein, unless otherwise specified in
this Aa eement. DB shall perform all Services and Work as expeditiously as is consistent with standard of
care identified in Section 4.1.
102 Notification of Delav.If the DB anticipates or has reason to believe that the performance of Services and/or
Work��der this A�eement w�ill be delayed,the DB shall immediately notify the Ciry. A NTitten notice of ihe
delay must be delivered m the City within five(5)Calendaz 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 estimare of the length of the delay, and al]
supporting data. The DB shall include a written statement that the time adjustment requested is the ent'ue tirne
adjusanent 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 necessaril}'mean that DB is entiUed 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 XXV II of
this Agreement or any other remedy available in law or equity.
10.3 Delav. If delays in[he performance of Services or Work required under this Agreemen[are caused by
unforeseen evenu beyond the control of the Parties, sach 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 ma}'justify such a delay: war, changes in law or govemment regulation; labor
� disputes; strikes; fires, floods, adverse weather or other simi]ar condition of the elements necessitating -
cessation of the DB's work; inability to obtain materials,equipment, or labor,required additional Professiona]
Services; or other specific reasons a�eed to between the City and the DB;provided,however,thar. (i)this
provision shall�ot 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 a�ents; and(ii)a delay caused by the inabiliry 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 DB's inability to obtain materials, equipment, or labor. .
103.1 Caused by Ciry. If DB reasonably believes that any actioq inaction, decision or directio�by Ciry or
agent for the City wil] likely resul[in the GMP or Contract Time being exceeded or the Project being
completed late,DB will notify Ciry at Project Team meetin�and in writing within five(5)calendaz
days of discoverina such action,inaction, decision, or d'vection. Included in such notice will be an
estimate of the cost and time impact resulting from such action, inaction, decision or d'vec[ion. DB
shal]provide complete and accurate pricing within ten(!0)calendar days of said discovery. �
10.4 Costs of Delac/Liquidated DamaQes. City and DB rewgnize[hat time is of the essence-in[his Agreement
and that City will suffer financial loss if the Project is not completed by the Substantial Comple[ion Date
identified in the Project Schedule or any extensions subsequendy approved. As the exact amount of financial
loss cannot be accwately forecasted, the Parties haae used the'v 6est efforts to establish an estimate of such
loss. In doing so,the Parties have examined al] of the circumstances and factors associated with a delay and
have determined an amount that is fair and reasonable as liquidated damages. Ciry and DB agree that DB
shall pay as liquidated damases(but not as a penalty) for each calendaz day of delay beyond the tune specified
for Substantial Completion of the Project,the followin�amounts which DB expressly agrees are"not
unreasonable under the circumstaoces'as defined in Califomia Civi] Code §1671(b): $100 for each calendar
day. Liquidated Damaees shall not be assessed after the date on which Substantial Completion is achieved. In
]ieu of payin�damaoes to ihe City,the PazYies a�ee that Ciry may choose to reduce the GMP by the amount of
the ]iquidated damages. �
� ARTICLE XI. PROJECT COSTS
� 1 I.1 Estimated Cost The Estimated Cost of Project, according to the RFP Sixry-two Thousand four hundred
seven and eiohty sia cenu. (�62;407.86) .The Ciry's obligation under this A�eement shall not exceed[he
Estimated Cost;however, once a GMP is determined and approved, the GMP shall become the not to exceed
amount of the Ciry's obligation. GMP Is s�bject m change pursuant to methods estabiished in this Ageeme�t_
71�10
' ll.l.l Cost Schedule. The GMP has been allocated amone each activin�or portion of the Project(`9temized
Cost(s)"). The Itemized Cosu aze included in E�hibit "A", attached. I'he wsc incurred by[he DB
for a speci5c activirv or porzSon of the Project shall not eaceed the associated Icemized Cost.
11? G�'IP. At 90%complete construcrion documents;D/B shal] establish a GbfP and submit suc6 GMP to che
City for approval.
101.1 :Vot to Exceed.4mounr. The Gb1P shall not exceed S Sixrv-rn�o Thoasand fow hundred seven and
eighn�six cents. (562;40 i.86)M}�cosu incurred by DB in excess of said G�4P shall be[he sole
responsibility of the DB,unless a Chanee Order is appro��ed b}�the Cin�pursuant to.4nicle XIII of
this A�eement.
112.1.1 Included Costs. In calculatin�the GMP; D/B shall include coss of the followine:
- ll.2.1.1.1 All Design Consultants; includin�bu[not]united to azchitectural; structural. civil,
mechanical,elec�ical, communications, �-aphics and art consaltants, landscape
architecu.and acoustical. audio visual, liehrine. and securin�consultanu.
]12.1.1.2 Esrimarina, value en�ineerine and consvuction manaeement.
111.1.1.3 Consvuction supen�ision and project manaeement personnel, includin2 but not
� limi[ed to superintendents; Project manaeers,Project seaetaries; Project eneineers,
Project accountants, and al]o[her DB personuzl wherever located.
� ]12.1.1.4 All on-site and off-site equipment supplies and facilities, indudin�but not limited
to, computers, estimatine, dictatine,communicarion and accountino equipment
office space, vailers; field equipmen[and scorage facilities.
11?.1.1.4.1 Option to Purchaze. In no case shall che cumulative monthly rental
chazees to the Project for equipment and Small Tools used by the DB �
exceed 90%of the fa'u market�•alue of any one piece of equipment or
Small Tools. At City's option;che full price for equipmenc or Small
Tools may be paid, and City may ral:e possession upon complerion of
the Work.
11.2.1.1 S Al] Hazd Constructiou Costs.
11.2.1.1.6 DB Concineeocv Fund. S 1.000.00 which shall not exceed— 1 S%of Hard
Conswcrion Coscs.
11?.1.1.7 Reimbursable Cosu. E�ample: Urilicy fees.
11?.1.1.8 DiB Fixed Fee for the complece desi�and construcrion of the ent'ue Project u
specified in the 90%CD's.
11.2.1.1.9 No more than 52.400.00 for General Conditions.
112.1.1.10 Al]home-office and field overhead costs of any type includine docume�t control�
and retention;
11.2.1.1.11 All bnsiness license costs;
11?.1.1.12 All pro5t DB intends to eam under this a�eement. �
112.1.1.li All dirzcc and incidental cosu incurred b}•DiB,except for those specificallq
identified under the General Conditions secrion.
11.2.1.1.1�ti/A
11?.1? Full Compensarion. Unless otherw�ise expresslv provided in this Ageement GMP shall be
the maximum amount of compensarion to due to DB for aLl permiaed costs of any nPe
incurred b��DB in performing all services and oblieations under this Ageement.
11.2.2 Iremi.ation. D/B shall pro��de City with an itemization of the GMP that reconciles the G�fP with the
itemized cosu. The itemization shall include the followino:
�12�
11.21.1 DB Fixed Fees. The fees char�ed by the contractor for staff; equipment,office space and
overhead during the term of the project.
11?.12 Hard Construction Costs. Hazd Construction Costs broken doum into categories for each of
the major trades for the Project,which will include ]abor, material expenses,equipment costs,
and a reasonable DB Contingency Fund.
11.2.13 N/A
1123 Alternote Bid Items. DB 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 Adjusrments to GAIP Based on Approved Change Orders. GMP may be changed,increased or
decreased;based on Change Orders approved pursuant to Article XIII.
]125 Adjustments Based on Orher Cost Increoses. GMP may be increased due to: (i)acts of God,acts of any
govemmental authority, the elements,war, litigation, shortages of material,labor 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)acmal bids received being greater than estimated, or(iii)otherfactors not the result of
- unreasonable conduct by DB.The GMP may be increased by the amount of such increases;however,
if GD4P as proposed to be increased shall exceed the Estunated Costs,such chanee to GMP shall be�
subject to approval by City Council.
� 1 L3 Duri to Advance Costs. DB shall advance all costs for Project subject to Reimbursement in the manner
described in Article XVI.
]lA Use of Proiect Continaencv. Project Cootingency shall not be used without prior,written City approval and
shall not be used for: (i)work requued due to D/B's, its officers',agents' or employees' failure to perform
Work or Services accordin�to the terms of this Agreement, in compliance with the Construction Documen[s,
and/or Law; or(ii)uninsured losses resulting from the negligence of DB, its officers, agents, or employees.
11.5 Notification of Increased Costs. If. at any time,the DB anticipates that the amount expended on the Project�
will exceed the Estimared Cost or the GMP, when established,the DB shall immediately,not more than ten
(10)Working Days Gom becomins aware of the potential inaease,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 brin�the Project cost to within the Estimated Cost or GMP.Following the delivery of the Notice;DB
shall assist the City in review�ing the itemized cost breakdown and adjusting the Scope of Work and
establishine a revised Projec[,the cost of which wil]not exceed the Estimated Cost or GMP,once establish.
11.5.1 Ciry Actron. Followin�consultation with the DB,the City may choose to: (i)approve an increase in
the amount auchorized for the Project;(ii)delineate a project, which may be constructed for the bud�et
amoant; (iii)any combination of(i)and(ii); or[erminate the Project sabject to the termination
provisioos in Article XXVIL - -
ARTICLE XII. PRODUCTS
12.1 Submittals. Prior to the bidding process, DB shall submit for City approval a]ist of products intended for use
in the Project.Upon DB's completion of plans and specifications, City will review and approve products
speci&ed therein. DB shall provide Ciry a copy of each submittal for City approval throughout the duration of�
construction within[wenry(20)Calendar Days of DB's receipt of submittal. Approval is geoeral approval only
and in no way relieves DB of its sole responsibilities under this A�eemeat or any a�d all laws, codes, permits
or regulations.
L? Substitutions. DB shal]submit all requests for product substitutions to City in writing within thirty(30)
Caleodar Days after the date of awazd of the construction cona act. Afrer expiration of the thirty(30)Calendaz
Days, City will allow substitution only when a product becomes unavailable due to no fault of DB`s
contractor. City shal]review substituaon requests withi�thirty(30)Calendaz Days of submission of such
requesu. DB a�ees that City requires Consultanrs input and as such DB shal]coordinate a five(5) Working
Day reaiew by its Consultant.
� '�2
12.2.1 Substonriore Reqvesr. DB shall indude w�th each subsrirution requesc complete dara substanciarin�
that the proposed substiturion conforms to requirements of the Conuact Documenu �
12.2? D/B Represenrarions. By submittine a subsritution request DB is representine to Cin�all of the
followina: (i)DB 6as investieaced proposed producc and de[ermined that in al]respect the proposed
product meets or exceeds the specified product; (ii)DB is providine the same warranty for the
proposed product as w•as a��ailable for the specified product: (iii)DB shall coordinate installatioo and
make any other uecessarv modificarions wMch may be requ'ved for work co be comptete in all respecu;
and(iv)DB shall waive an}'claims for additional costs related to the substimted product,unless the
specified product is not commercially available.
12?3 Separare A'ritren Request. Cin�will not consider either substitutions[hat are unplied in the product
data submittal without a sepazate written request or subsrirutions[hat will requ'ue substantial revision
of consvuction contract documents.
123 Samples.
123.1 Postoge. Samples shal]be sent[o D/B's office;carriage prepaid.
12.3:2 Review. DB shall fumish to City for review_ priw to pwchuin�, fabricatine,appl}•in¢or installino,
(Z)two samples(other than field samples)of each required material wit6 the required finish. �
12.32.1 \\•bere applicable, all samples shall be 8"x 10" in size and shall be lunited in thicl:ness to a
minimum consistentµ�th saznple analysis. In lieu thereof,the actual full-size item shall be
submined.
1232.2 D/B shall assi�a submittal number. DB shall include with each submission a list of all
samples seot, a statement as to the usase of each sample and iu locarion in the Project,the
name of the manufacturer,vade name, style,model, aod any other necessart�identifying
informatioo.
12.32.3 All materials, finishes,at�d worl�anship in the complete building shall be equal in even�
respect to that of the revieaed sample.
12.i1.4 Cirv wrill retum one submitted sample upon completion of City review.
. 12.32.5 DB's; or DB's ageot's, field samples shall be prepazed at the site. Affected finish work shall
not commence until DB or its aoents have been given_a writteo review of the field samples.
12.3.3 Not a Release ofliabilirv. City's review of saznples iu oo way relie��es DB of DJB's respoosibilin�for
constrvction of Project in full compliance with all Contract Documents.
12.4 Observe Testin�. W�en appropriate, DB shall w•imess testine and review materials and equipment testing
resulu and provide commen[s regazdine conformance H•ith specificarion requirements.
AR2ICLE XIII. CHAi\'GE ORDERS
13.1 Nhen Reauired. Chanee Orden shall be requ'ved in the followine instances:
13.].1 Gd4P. Any adjusnnent in G?�1P.
13.1? Controct Time. My adjustment in Contract Time of Completion Date. .
13.1.3 Cise oj Conringenry Fund. At anp time DB see}s to use the Contingenc��Fund irrespeccive of impact
on the GiviP or Cootract Time.
li.1.4 City Requests. The City duecu D/B to perform Addidona] Services.
li.l S Other. An}�other instance for which this A�eemen[expresses that a Chanee Order shall be used.
13? Process for Aoproval of Chanae Orders. lVithin five(�)Calendaz Days of any event thaz oives rise to the
oeed for a Chan�e Order,the DB shall provide the City with w�rinen norice of the need for the same. The
Change Order must indicate whether the chanse will affect in any way,by increasine or decreasine,the GhfP;
Projec[Schedule;or project qualin�established durine che desi�aod submittal review process. In addidoa it
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shall be accompanied by a detailed a�d complete estimate of cost impact associated with the Cha�ee Order,
includine all appropriate direct and induect costs and credits. All such costs and credits shall be accurately
careeorized into DB Fiaed Fee, Reimbursable Costs or Hard Construction Cosu. DB shall also provide City
with a realistic estimate of the impact, if any,the Chan�e Order will have on the Contract Time.
13.2.1 Projecr Monoger Approval. If the Change Order request does not result in an increase in the Estimated
Cost;the City's project manager shall either approve or reject[he Change Order in writing within ten
QO)l�'orkina Days ofrecei��ing DB's written notice,provided DB has submitted complete
dowmentation substantiating the need for such Chan�e Order. If CiTy fails to respond to DB's written
notice w�ithin ihe ten(10) R'orking Days,the Change Order request shal]be deemed denied.
li22 Ciry Council ApprovaL For Chanee Orders not subject to section 12.2.1, Ciry Council approval is
required. The Ciry Counci]may either approve,reject, or approve in part such Change Orders.
Council Approval shall not be subject to the ten(10)Working Day respo�se time provided for in
- section 12.3.1.
� li3 V1'ritten Aooroval of Chanae Orders. DB shall not proceed on work requested under a Chan�e Order,
absent written approval from the appropriate authority. Any Services or Work, which require t he approval of
a Change Order,perform by DB prior to approva]shall not be reunbursed. _-
. 13.4 Failure to Aoree on Cost of Chanae Order or Time. In the even[there is any disa�eemen[or dispute
between the Parties as to whether the DB 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 Services. If the determination of the Director of Public Works is challenged, such challenge
shall be address in the manner identified in Section 29.17. DB shall not have the right to stop or delay in the
prosecution of any services or w�ork, including services or work that is the subject of the Change Order(if
d'uected by the City),pending the determination of the D'vector of Public Services or, if applicable, £mal
resolution. Instead,DB shall continue diligenUy prosecuting all such services and work.
13.4 Full Compensation. Payment to DB 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
daims for items of work listed in the Change Order will be allowed.
13.5 Errors and Omissions. DB 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 DB's agents or subaeents. DB
shall be reimbursed for any costs or expenses of a Change Order resulting from a design�error or omissioo that
is the duect result of a City request for such design or omission. The Ciry reserves the risht 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 D/B's a�ents, or subcontractors.
- 13.6 Citv Refusal [o Appro��e Chanee Order. DB shall not have the right to terminate this A�eement for the
City's refusal to approve a Change Order pursuant to Sections 12.2.1 or and 122.3
ARTICLE XN. EXTRA WORK
14.1 Cirv Au[horiri to Order Extra Work. Cih�may at any time prior to Project Completion order Extra Work
on the Project. The sum of all Extra Work ordered shal]not exceed five percent(5%) of the Estimated Cost at
the tune of the Bid Award,without invalidating chis A�eement and without notice to ac�y surety.
14.1.1 Requests in Writing. All requests for Ertra 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 requesied in a ma�ner inconsistent with this section.
14? Bonds Required for Extra Work. DB's and its a�e�ts'bonds,requved under Article XXIV, shall co��er any
Extra Work provided that the Extra Work is paid for by the Project Budget
14.3 Reimbursement (or Extra Work. Work performed by D/B as Extra Work is reimbursable in the same
manner described in Article XVI. The Project contin�ency as described in Article X,will be used first to cover
the costs of Extra Work.
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14.� Markuo. DB will be paid a reuonable allowance for overhead and profit for Eava A%ork. I7�e allowance
shall not exceed five percent(�%)of the approved cosu for the Ea�a Work. .
ARTICLE XV. CHAi\'GED CONDITIONS
15.1 Chanaed Conditions. Changed Conditions shall be addressed under the Greenbook section 3�; hou'e��er,
Pazties acl:nowledge that even if Changed Conditiocvs aze found to be present the Project shall oot exceed the
G?��without express Cin�Council approval of an increase to the Project Budeet Absent such express
approval of additiona]funds, DB shall provide Citv with value en�ineerins and Parties will retum Project to
w�ithin the total Projec[cost.
ARTICLE X�Z. PAl'n3ENT'IERMS
16.1 Pavment
16.1.1 Funds for Pmment. DB shall only be entitled to pa}�ent for Services and Work performed under this
Aereement from the fu�ds appropriated for the Project.
16.1.3 M¢cimum Payment. DB shal]be entitled to pa}7nent in ao amouni not to ezceed the GMP or
subsequently approved increase in GVfP. DB is not entiiled to pa}ment for unapproved expenses,
unapproved increases in costs, or other increases caused by DiB negli�ence, omissions, or failure to
seek approval for additional or increased cosu.
]6.1 S Application for Pavment. DIB shall submit to City a certificate and application for pa}�ment on or
before the 5t°dav of each calendaz month(`Pa}�ment Application°). Ihe Pa}�ment Application shall be
based upon the percentaoe of completion of the Schedule of Values plus any Reimburseable Costs, less
any pa�7nenu previously made by the City, incurred or advaoced for the Project for u•hich DB was
has not previoush•recei��ed payment. Ihe Payment Application must include all relevant documents
in accordance with Section 1�.1.6. If the Cirv determines thai all rele��ant documents have not been
submitted City shall request that DB provide additional documentation.DB shall provide additional
documenta4on�rithin ten(10)R'orkin�Days of request.City is not oblioated to make pa}�ment to D/B -
unti]City has received all relevant documentatioo to support Reimbursement Request.After all
appropriate cost documentation has been received and City approves the Paymeut Application, City
shall make pa}meot to DB of all uncontested charges within thim�(30)Calendaz Days of receipt of a
complete Pa��ment Applicarion.
.. 16.1 S.1 Withholdine. From each payment five percent(5%)will be deducted and retamed by the
City, and the remainder will be paid in accordance�ti�ih the terms and conditions of this
Agreement. No pa�Rnent made to DB or its�surecies will constitute a w�aiver of any rights the
Cin�haz undei this A�eement. This section is not intendzd to limit anv riehu the Cin�mav
have under the Performance or Pa��ment Bond. In lieu of w�ithholdine retention under this
Ageement, at the election of DB, Cirv will deposit retention zmounts into escrow and/or the
substitution of securities for money as pro��ided in California Public Contract Code Seciion
22300.
16.15.2 Payment of Withholdino. The City will pay the DB for the amounts withheld fom-five(45)
Calendar Days from recordation of the ti�otice of Completion,pro��dine that no Stop Norices
or Vlechanic s Liens have been filed since the recordation of[he Notice of Completion.
16.15?.1 R'here a Stop Notice or Mechanic's L3en has beeu filed followins the recordation of
ihe tiotice of Completioq the amount in contro��en.�shall continue to be withheld
until a fullv exzcuted release of Stop Notice or Mechanic�s Lien has been 51ed and
a conformed copy deli��ered to the City.
161 S3 Contested Charees. In che event Citv contests anv chazees contained in the Pa�ment
Application,the dispute shall be resolved in the maoner identified in Section 21.6. DB shall
noi have the right to stop or delay in the prosecution or anv Semices of�i'ork,pending the
determinarion of the Dvector of Public R'orl:s or. if applicable; final resolurioo. Instead DB
� shal] continue to diligently prosecute all Work arid Services. Durine the timz of the dispute,
the City shal]w ithhold che amount of the charse in quescion.
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16.1.5.3 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. My Reimbursement Request submitted after the Cutoff Date shail not be
reviewed or included in Reimbursable Cost.
16.1.6 Verificarion ofReimbursemenr Reguest. DB shall supply documentation to support the
Reimbursement Request includina,but not limited to, proof that all mechanic liens have been released,
copies of invoices received and copies of cancelled checks, substitate checks,or image replaceme�[
documenu showing that payment has been made in connection with the Reimbursement Request in the
following manner:
16.1.6.1 DB shall submit two(2)copies of a Reimbursement Reques[(cover letter, invoice, and
documentation)to the City.
16.1.62 Afrer review and approval,the City shall prepare a memorandum to the Financing
Deparunent tha[the invoice is appropriate ro pay. The memorandum shall indicate any costs
to be disallowed and the reason for the disallowance.
16.1.6.4 Pnor to the appro��al of the Reimbursement Request, City has[he�right to verify whether or
❑ot the materials and work for H�hich reimbursement is bein�requested have been installed
and performed as represented in the Reimbursement Request.
16.1.8 ,Non-reimbursoble Costs. Except to the extent that Cin�expressly assumes the risk of]oss under this
A�eement;Ciq�shal] eaclude from the amounts pa}'able to DB the fair value, as determined by City,
of property that is destroyed, lost,stolen, or dama�ed rendering it undeliverable or unusable for City.
In addition,D1B is not entitled to reimbursement for any cost or expenditure that has not been
�approved by the Ciry in the manner requ'ved by[his A�reement or the City Charter and rules; -
resulations, or laws promulgated there-under.
AR7ICLE XVII. INSPECTION
17.1 Inspection Team. The Project shall be inspected by a team composed of, at a minimum, the following: i.)
representatives of[he City, ii.)representative from D/B's Design Team, iii.)the Construction Manaser, and
iv.Representative,(iii)DB`s Consultant(s), and(e)the DB's construction superintendent [Inspection Team]
172 Inspection Staaes. The Project shall be inspected by the Inspection Team at minimum.during the followin�
sta�es: (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 withjurisdictional interests will have access at reasonable[imes with the project mana�ers approval
for[his observation, inspecting and testing. D/B shall provide them proper and safe conditions for such access
and advise them of DB's safery 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 bein�accomplished in accorda�ce with the requuements of the Conshvction.
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
tests. DB shall give at least 24 hours notice for on-site inspection and five (5)days notice�for off-site
inspection. �
17.6 Costs of Insoection. Unless o[herwise specified,the cost of inspection and testing will be borne by the City.
Any expenses associated with re-inspection shall be borne by DB.
17.7 Concealina Work. Prior to concealin�work, DB sha]] obtain approval of work from the City and as requved
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 tune it may incur as a result of
the Work stoppage.
7?�L 6
17.5 Defective R'ork. In the eve�t such inspections or tests re�•eal non-compliance with the requ'vemenu of the
Construc[ion Documen[s or defective work,the provisions and process of Article XXD shall apply.
I i.9 Not a ��'ai��er of Oblieations. A'either obsen�ations b}�the City nor inspecrions;tesu,or appro��als b��City or
others shall relie��e DB from DB's oblieazions to perform the Work in accordauce wich the Consvuction
Documenu. This appro��al is eeneral approval only and in no way relieves DB of iu sole respoasibilicies under
this A�eemen[or any and all laws, codes,permits or regulations.
ARTICLE h�TII. PROJECT COMPLETIO\
18.1 Notice to Cit�•. When D/B determines that the Project is complete; DB shall notif��the City in eririne of the
Projecu stams w�ithin seven(i)Calendar Days of the DB's determination. The notice shall certifi�to Cin•chat
the Projecc has been completed in accordaoce with the Constructiou Documenu, all applicable buildine codes
and re�ularions, all permits, licenses, and certificates of inspection;use and occupancy, and ordinances relatina
to the Roject.
182 Nalk-Throuoh Inspection. A preliminarv R'all:-Throueh Inspection shal]be conducted by City within ten
(10)W orl:ins Days following DB`s notice to Cirv of completion("��'all:-ThrouYh Inspection"). The Walk-
Throu�h Inspection w�ill be conducted b}�the Inspection Tearn identified in Artide XVII; Section 16.1.
� 18.2.1 Punch List. A Punch List, if necessary; shall be prepazed by City durine the R'alk-Throush Inspection.
The Punch List shall be presented to DB by the RE wichin three (3)��'orkino Days of the Walk- .
Ihrougkt Inspection. DB shall correct the items listed on the Punch List�ithin thim�(30)Calendaz
Days of receipt of the punch list and prior eo the Final Inspection.
]8.21 Failure ro Idenr�Items. As to any icems not included on che Punch List or later disco��ered nothine
in this seccion is incended to limit DB's oblieatious under this Ageement aud Cirv will maintain all
remedies available under this Ageement and the]aw. �
18.3 Equipment Demonstration. Prior to final inspection, DB shall demonstrate to City i6e operation of each
system in the Project and insttuct City penonnel in operation, adjustment and maintenance of equipment and
systems, using the operarion and main[eoance data.
18.3.1 Startup. The DB shall supen�ise,mana�e, and coordinate all projec[stazrup and testine acriviries for
mechanical systems within the provisions of the project Contract Documents.
' 18.3? Reportin�. The DB shall report pro�ess of project startup and-testine to the Cirv in a manner
consistent with the City's reporting system.
18.4 Final Insoeciion. Provided D/B has corrected the Punch List items and notified the Cirv of[he correction
(''Notice of Correction"), the Final Inspection for the Project shall be scheduled and conducted within ninety
(90)Calendaz Days of the Notice of Correction.
ARTICLE XIX. PROJECT:�CCEPT:�\CE :�,\'D FL\AL CO�LPLE'I'ION
19.1 Acceotance. Upon appro��al by the Inspection Team durina the Final Inspection that Project improvements are
tomplete and that work requued on the Punch List has been 5nished Cin�shall accept the Project
("Acceptance'). Upon Acceptance, DB shall do all of the followine:
19.1.1 A'orice ofComplerion. DB shall execute and file a Nocice of Complerion wich che County Recorder of
San Dieeo Counry and shall pro��de the RE with a confoaned copv of the recorded\'once of
Completion.
19.1? Lien and Mareriol Releases. DB shall cause all contracton and subconuactors to provide lien and
material releases as to the Project and provide copies of such lien arid material releases to the City or,
upon approval of Cin�which shall not be unreasonably withheld;provide bo�ds in lieu of Geo and
- material releases in a form reasonably acceptable to City for all such work.
192 Final Completion. Final Completion of the Project shall be deemed[o occur on the last date of the following
events: (i)recordation of the\�otice of Completion u�it6 a conformed cop}•to Cin; (u)submission of all
�?Z�
documents required to be supplied by DB to City pursuant to this Agreement including As-Built Drawings,
warranties;and operating and maintenance manuals; or issuance of a final certificate of occupancy.
19?.1 .4s-Builts. City will evaluate the submitted As-Builts for accuracy and completeness and may retum
comments. DB shall meet with City until all issues are resolved.Upon issue resolution, in
accordance wich disputed work procedures in Section 21.6,DB shall submit a mylar set and three
(3)final blueline sets of As-Builts stamped by the architecUengineer of record as required by law.
19 2 No N'aiver. DB's obligation to perform and complete the work in accordance with the Contract Documeuts,
shal]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 ocwpancy ofthe 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 constiture an acceptance of work,which is not in accordance with the Contract Documents.
AR7ICLE XX. PROJECT DELIVERABLES
20.1 Proiect Deliverables. Prior to Acceptance,DB shall deliver all of the following to the City in the format
requ'ved: �
20.1.1 As-Bui7ts. D/B shall pro��ide As-Builts on 3 sets of paper and electronic forma[(pd�or CAD files on
CD disks.
20.1.1.1 As-Builts shal]show by dunension accurate to within one(1)inch, the centerline of each run
of conduits and cvcuits,piping, ducts, and other similar items as determined by Ciry, both
concealed and visible.DB shall clearly identify the item by accurate note such as"cast 'von
drain,"�alvanized water,etc.DB shall clearly show,by sy�nbol or note,the vertical location -
of the irem(°under slab","in ceiling", "exposed", e[c.), and make all identification
s�fficiently descriptive that it may be related reliably to the specification. DB shall
thoroughly coordinate all changes on the As-Builts making adequate and proper enRies on
each page of specificatioas and each sheet of drawings and other documenu where entry is
requ'ued[o properly show the change.
20.1.1.2 DB shall include all of the following on the As-Builts:
20.1.10?.1Depth of foundation in relation to finished fust floor.
20.1.10.22Horizontal and vertical locations of undera ound utilities and appunenances,with
references to pertnanent surface improvements.
20.1.10:2.3Locations of intema] utilities and appurtenances,with references to visible and
accessible features of the structure.
20.1.10.2.4Field changes of dunensions and details.
20.1.10?.SChan�es authodzed by approved proposal requests, conswction Change Orders;
discussion wi[h City that resulted in any change/deviation from Citds progam,
specifications,approved plans, equipment or materials. �
20.1.10.2.6Details not issued with original Construction Drawings, desi�/build plans
deferred approvals, e[c. .
20.1.102.7Upon completion of work,obtain si�nature of]icensed surveyor or civil engineer
on the Projea record set verifying layout information.
20.1.10.2.8Show]ocations of all utilities on-site with size, and type of pipe, if different than
specified, and invert elevations of pipe at major grade and aligunent changes.
20.1.10?.9The title"PROJECT RECORD" in 3/8° letters.
20.1.103 DB shall maintain a set of As-Builts at the Project site for reference.DB shall ensure that
�� chan�es to the As-Builcs are made within twenty-four(24)hours afrer obtaming information.
Changes shal]be made with erasable colored penci] (not ink or indelible pencil),shall cleazly
�?'�8
describe the chanee b}•note (note in iiil:, colored pencil or rubber stamp)and by gaphic line,
shall indicate the date of enm�; shall c"ucle the azea or azeu affected and in the event of
overlappins chanses;use different colors for each change.
20.1.1 I Operation and Moinrenance Monuals. DB shall submit all Operation and Maintenance manuals
prepared in the follow�ina manner:
20.1.11.1 In triplicate,bound in 8%x 11 inch(2]6 x 279 mm)three-ring size binders with dwable
plastic covers prior co Cin's Final Inspection. -
20.1.11? A separate volume for each system, induding but not limiced co,mechanical, electrical,
plumbing,roofine; urieation, and any other system as determined by City,with a table of
contents and index tabs in each volume as follows:
20.1.11.2.1Part 1:Directory; listine names, addresses, and telephone numbers of DB's . �
subcontrattors, agenu; suppliers, manufacnuers, and installers.
20.1.11.2.ZPart 2:Operation and I�4aintenance Instructions, arran�ed by specificarion
division or system. For each specification division or s��stem,pro��ide names,
addresses and telephooe numbers of DB's asents; suppliers,manufacturers,aod
installers. In addition; list the following: (i)appropriate desi�criteria;(ii)tist of
equipment; (iii)parts lisr, (i�•)opera[ing insuuctions;(v)maintenance instructions,
equipment; (vi)maintenance instructions; finishes; (vii)shop drawinss and
product data; and(viii)wanaoties.
20.2 Ow�nershio of Proiect Deliverables. Upon Final Completion or Terminarion,Project Deliaerzbles shall
become ihe propem of the City. DB and City mutuall}�agee that the Contract documenu for the Project
shall noc be used on ao��other work�eithout the consen[of each Pam�. Assemble and deliver to Cin�upon
Final Completion all records,documenu, w•arranties,bonds, euarantees, maintenance/sen�ice contracu, and
maintenance and operatin�manuals
ARTICLE XXI.�V?.RRANTIES
21.1 Warranties Required. D/B shall provide and require is aeents to provide the warranties listed below�. This
warrann�requuement is not intended to exclude, and shall not exclude;other implicit or explicit w�arranties or
warantees required or implied b7 law.
" 21.1.1 .Morerials and{Y'or,(manship. DB shall�uarantee, and shall rrquire iu aeenu to guamotee, all work
on the Project against defective workmanship and materials fiunished by DB fo�a period of ni�o(2)
years from the date of Project's Final Completion. DB shal] replace or repair any such defective work
in a manner satisfactory to Cirv,afier notice to do so from Cin�, and w�ichin the time specified in the
norice.
21.1? \'ex�Mote�ials and Equipment. DB shall warraut and ouarantee; and shall requve its aeenu to
warrant and euarancee;to City that al] materials and equipment incorponted into the Project aze neN�
❑nless otheneise specified.
21.1.3 Design, Construcrion, and Othe�Defects. DB shall warrant and guarantee,and shall require its aeents
to warrant and guarantee to Ciry tha[all work is in accordance wtith the Plans and Specifications and is
not defecti��e in aoy way in desim, construction or otherw•ise.
21? Form and Content. Except manufacture�s standard printedµ�arranries,all warranties shall be on DiB's and
DB`s agenfs,material suppliers, installer's or manufacnueis owv letterhead, addressed to City. All
µ�arrancies shall be submitted in the forma[speci&ed in this sec[ion, modified as approved by Cicy to suit the
condirions per[ainine to the wazrann�.
21?.I Duroble Binder. Obtain wazranties, executed in triplicate by DB, DiB's ageou, inscallea, and
manufacturers. Provide Table of Con[ents and usemble in binder wlch durable plaztic cover.
21?.2 Table ojContents. All warrazities shall be listed and t}�pewritten in the sequence of the Tablz of
Contents of the Project manual, µ�ith each item identiSed w•ith ihe number and title of the speciScation
secrion in which specified and che name of produtt or worl:item.
�^
7=�29
21?3 Index Tabs. Separate each warranty with index tab sheets keyed to the Table of Contents listin�.
212.4 Deroi/. Provide full information,using sepazate typewritten sheets,as necessary. List D/B's agents,
installer, and manufacturer,with name, address and telephone number of responsible principal.
212.5 Worranp�Start Date. Except for items put into use with DB's permission with date mutually ageed
upon in writing, ]eave date of be�inning of time of warranry open until the date of Fina] Completion.
21?.6 Signarure m�d Notari_orion. All warranties shall be signed and notarized. Signatures shall be required
from DB's construction contractor and where appropriate,the responsible subcontractor.
213 Term of Warranties. Unless otherwise specified or provided by law,warranties shall extend for a term of
two(2)year(s) from the date of Fina] Completion.
20.3.1 Plonts, Trees, and Shrubs. Not withstanding above, all shrubs and eround cover shall have a ninety
(90)Calendaz Day H•arranty period and trees shall have a one(1)year warranty period. All plant
warranties shall commence from the date of Final Completion.
21.4 Meetinas. Durin�the two(2)year warranty period described in Section 20.3,DB shal]meet; and shall
requ'ue its design Consu][ant, construction contractor,and key subcontractors to meet, with the Ciry
representatives, o�a monthly basis, if req�ested by City.This meetin�shall be held to discuss and resolve any
problems that City discovers in desian, construction, or fumishing, fi�ctures, and equipment of the Project
during the[wo(2)}'eaz warra�ty period.
21.5 �'Varrantv inspection. At ]80 and 360 days following Final Completion, during the one-year general building
warranty period, DB shall inspect each componen[of the Project, identify items requiring repa'v, 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 desi�nated warranty period,or such additional period as
may be required by law or re�ulation,the Project is discovered to contain Defective Work,the DB shall �
promptly and in accordance with the City's written instructions and wiQ�in the reasonable time limits stated
therein, either correct the Defective Work, or if iC has been rejected by Ciry,remove it from the site and replace
it with noo-defective and conforming work.
22.2 Ci[v's Risht to Correct. If circumstances warrant, including but not limited to an emergency or DB's failure
- to adhere to section 21.1, City may corzect,remove,or replace the Defec[ive Work In such circumstances,
DB shall not recover costs associated with the Defeaive Wor.k and shall reunburse the'Ciry for all City's
costs, whether direct or indirect, associated with the conection or remova] and replacement.
22.3 Non-Reimbursable Costs. All costs incurred by DB or DB's agents to remedy defects are�on-reimbursable
� costs. If the City has aUeady reunbursed the DB for the defective work, Ciry is entitled to an appropriate
decrease in Reimbursable Costs, to withhold a setoff aeainst the amount, or to make a claun aoainst DB's �
bond if DB has been paid in fu1L � . �
22.4 Extension of Warrantv. When Defective Work,or damage therefrom, has been corrected,removed,or
replaced during the warranty period,the two(2)year,or relevant warranty period, will be extended for an
additional two(2)yeazs from the dace of[he satisfactory completion of the correction,removal, or replacemen[.
22.5 No Limi[ation on o[her Remedies. Exercise of the remedies for defects pursuant to[his Article shall not limit
the remedies Ciry may pursue under this A�eemeut or law. �
22.6 Disputes. If DB and City aze unable to reach agreement on disputed work,City may dvect DB to proceed
with the work 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 29.17 shall
be followed. DB shall maintain and keep all records relating to dispufed work for a period of three(3)years in
accordance with Article XXVIII. .
ARTICLE XXIII. MAL1'TENA�1'CE OF LAA'DSCAPING & IRRIGATION WORK
�?��
23.1 A7aintenance Period. If DB is required to install or maintain landscapin�and/or irrieation; D/B shall provide
a maintenance period whic6 shall beein on the fust da}�afrer all landscape and irriearion work on the Projecc is
complete, checked, appro��ed by Cin•, and City has Qi��en wnnen approval to beoin th'e maincenance period
a�d shall continue thereafrer for ninen•(90)Calendaz Days or unril Roject.Acceptance; whichever is lon�er.
23? D7aintenance Area. DB or DB's Convactor shall maintain all invoh�ed ueas of the Project.
23.3 17aintenance Required. DB or DB's Contractor shall conduct reeular plantino maintenance operarions
immediately afrer each plant is planted. Plants shall be kept in a healthy. goµ�ing condition and in a visually
pleasine appearance by watering pruning, mowine,rolling, trimmine, edsing; fenilizine;rescakin�,pest and
disease convolling, sprayine, H�eedine, cleanine up and anv other necessarv operation of mainteoance.
Landscape areas shall be kept free of weeds;nozious�ass and all other u�desired veeetative�outh and
debris. DB or DB's Contractor shall replace all plants found to be dead or in an unpaired condition within
fourteen Q4)days. blaintenance shall also include the followine: (i)Filline and replaoting of any low azeas
µhich may cause srandin�w�ater; (ii)Adjuscins of sprinkler head heil�t and wa[erine pattem; (iii)Filline and
recompaction of eroded areas; (iv) N'eekly removal of uash, litter,clippings and foreiw debris;(v)Inspecting
planu at least twice per week; (vi)Protectine all planting areas aeainst trafi�ic or other potential causes of
damaee.
23.4 Landscape and Irriea[ion Inspection. At the conclusion of the maintenance period,City shall inspect the
landscapin�and urieation to determine the acceptabiGty of ihe worl:, includine maintenance. Ihis iaspectiou
shall be scheduled w•ith two(2)u•eeFs notice;a minimum of ninen�(90)Calendar Da}�s afrer the plant
maintenance period commencement or w•hen the D/B or DB's convactor notifies the Cirv that[hey aze ready
for the final inspection,whiche��er comes last. The Cin�w�ill notifi�DB of all deficiencies revealed by the
inspection before acceptance.
2iS Estension of Maintenance Period. DB shall extend completion of the maintenance period when; in City's
opinion, improper maintenance and/or possible poor or unhealchy condition of planted material is evident at the
terznination of the scheduled maintenance period. DB shall be responsible for additiona]maintenaoce of the
work un[il all of the work is completed and accep[able. Additional cosu for failure to maintain landscapine
durin�the Maintenance Period are not Reimbursable Cosu. � �
23.6 Reolacement Planu found to be dead or�ot in a viQorous conditioa or if root balls have been damaeed
w•ithin the installation, mainteoance and euarantee periods, shall be replaced w�thin fourteen(]4)R'orking
Days of notification by City. DB shall include, at DB's or DB's Contractor's expense, a timely��ritten
� dia�osis of plant health by a certi8ed Arborist should a dispu[e arise.�Arborist'S report shall indicate reason
. for lack of��ioor,potential remedies, if any, and esnmate of tvne required ro reeaiu vieo�and specified size.
23.6.1 Same Kind andSi:e. Planu used for replacement shall be same kind and size as specified and shall be
fumished planted and fertilized as orieinally specified. Cost of all repair w�ork to existine
improvements dama�ed durine replacements shall be bome b��DB and shall not be Reimbursable
Cosu.
ARTTCLE XaTV. BONDS
24.1 Pavment Bond. DB shall provide or require iu Conswction ConQactor to provide City w�ich a Pa}7nent
(material and labor)Bond in favor of City for one hundred percent(100%)of the Hazd Coasvuction Cosu.
2�? Performance Bond. DB shall provide or requue iu Construction Conaactor to provide Cin�.+�ith a Faithful
Performance Bond in favor of the City for one hundred percenc Q 00%)of the GMP.
2�.3 Term. The Pa}�znt Bond shall remain in full force and effect at least unril the Project is accepted by the City
and all claims for materials and labor aze paicL for a minimum of fom-five(�1�)Calendar Da}�s afrer the filine
of the\otice of Completion, except az otherw�se provided b}•law or reoulation. The Performance Bond shall
remain in full force for thut}•(30)Calendar Days follow ine the filine date of the Notice of Complerion and
Acceptance, at which time it will convea to a ten percent QO%)warraon�bond which shall remain in place
until che end of all w�arrantv periods set forth in chis A�eemznc.
24.4 Cenificate of.�Qenev. All bonds si�ed by an a�ent must be accompanied by a cenified cop}�of such a�eot's
authorirv to act.
��
7=�3�
24.5 Licensina and Ratina. The bonds shall be duly executed by responsible surety companies admitted to do
business in the State of Califomia, licensed or authorized in the jurisdiction in which the project is]ocated to
issue bonds for the limits required by this ageement, listed as approved by the Uniced States Departmen(of
Treasurv Cvcular 570, and whose underwriting limitation is sufficient to issue bonds in the amount required by
this a�eement and which also satisfj�the requirements stated in Section 995.660 of the Code of Civil
Frocedure, eacept as provided otherH�se by laws or re�ulations, secured through an authorized asent with an
office in Califomia, and have a minunum AM Best rating of"A-".
24.6 Form. All bonds shall be in the form prescribed by City Attorney.
24.6 Insolvencv or Bankruptcv. If the swety on any bond furnished by the Construction Contractor is declared
bankrupt or becomes insolvent or its ri�ht 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 surery, acceptable to the Ciry.
ARTICLE XXV. INDEMNITY& DUTY TO DEFEND
25.1 Indemnih�Defense and Hold Harmless-General Requirement. Except for liabiliry for Professional
Services covered under Section 242,DB shal] defend, indemnify,protect and hold harmless the CiN, its .
elected and appointed o�cers and employees, from and against any and all claims,demands, causes of action,
costs,expenses, ]iability, loss, damage or injury, in law or equity,to property or persons, including wronoful
death, in any manner arising out of or incident to any alleged acts, omissions, �egligence,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 A�eement. This indemnity provision does not include any
clauns, damages, liability, costs and expenses(including without limitations, attomeys fees)arisi��from the
sole neglieence or sole willful ailsconduct of the City, its officers, employees. Also covered is liability arising
from,coonected with, caused by or clauned to be caused by the active or passive ne�ligent acu or omissions of
tbe City, its agents,officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the DB, i[s employees, agents or officers, or any thvd party.
252 Professional Services. For those professionals who are requued to be licensed by the state(e.�. architects,
landscape architects,surveyors and engineers) ("Design Professionals"), Design Professio�als shall defend,
indemnify and hold[he City, its officials, officers, employees, volunteers,and agents free and harntless from
any and all clauns,demands, causes of action,costs, expenses, liabiliry, ]oss, damage or injury,in law or - .
� equity,to property or persons, induding wrongful death, in any manner arising out of,pertainin�to, or relating
to any neali�ence,errors or omissions,recklessness, or willful-misconduct of Desi2n Professional, its o�cials,
officers,employees,a�ents;DBs, and contractors arising out of or in connection with the performance of the
Design Professiona]'s Services. Also covered is liability azising from, connected with, caused by, or claimed to
be caused by the active or passive negligen[acts or omissions of the Ciry, its agents, officers, or employees
which may be in combination with the active or passive negligent acts or omissions of the Design Professional,
ics employees,agents or officers, or any th'ud party. The Design Professiona]'s duty to indemnify,protect and
hold hazmless shall not inclade any claims or]iabilities azising from the sole negligence or sole willful
miscooduct of the Ciry, its agents, officers or employees. This section in no way alters, affects or modifies the
. Desi�Professional's obligation and duties under this Agreement.
25.3 Indemnification for Liens and Stop 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 a�ents, officers and employees from and against any and all liability,
clauns, costs; and dama�es, includin�but not limited to, attorney fees, arising from or attributable to a failwe
to pay claimants. D/B shall be responsible for payment of all persons entided to assen liens and siop notices.
. ?SA Indemnifica[ion for Hazardous Materials. DB a�rees to defend, indemnify,and hold harznless,the City, its
agents, officers and employees from and against a�y and all costs, damages, claims, and liabilities, including
reasonable attomey fees, foreseeable or unforeseeable, d'uectly or ind'uecUy, arising from or related to the
Huardous Materials identi&ed in the Phase I or Phase II Reports, if any, conducted pursuaot to Article V.
DB`s indemnity shall survive the close of escrow. Seller expressly preserves its ri�hts against other parties
and does not release, or waive its ri�hts to contribution against, any other par[y. . �
7?�2
25.� Costs of Defense and AH�ard. Included in the obliea[ions in Sections 29.1 through 24.4,above,is the DB's
oblieation to defend; ai D/B's oNV cost expense arid risk, am�and all aforesaid suits; actions or other leeal
proceedines of even•kind that ma��be brought or inscicuced aeainst the Cin�, iu directors; officials, officers,
emplo}�ees, a�enu and/or volunteers. DB shall pa}•and satisfi�an}•jud�nent awazd or decree that ma}�be
reodered a�ainst Cin�or iu duectors, officials, officers, emplo}�ees, a�en�s and/or volunteers; for any aod all
lesal expense and cost incurred by each of them in connection there�ith.
2�.6 Insurance Proceeds. DB`s oblieation to indemnifi�shall not be restricted to insurance proceeds; if an�,
received by the Cip�, iu d'vectors; officials, officers, employees, agents, and/or volunteers.
2�.i Enforcemen[ Cosu. DB a�ees to pa}�any and all costs Ciry incurs enforcine the indemnin�and defense
pro��isions set fonh in chis Anicle XX�'.
2�.8 Sun�ival. Coosultant's obligations under this Artide}OCV shall sun�ive the termination of this A�eement.
?�RTICLE Xh'VI. L\SL"R�\CE
26.] General. DB shall oot be�in work under this A�eement until it has: (i)obiained;and upon the City's request
provided to the Cit��, insurance cemficates reflectine e��idence of all insurance required in section 2�2: (ii)
obtained Cin�approval of each company or companies; and(iii)con5rmed that all policies contain the specific
provisions required by section 2�.�.
262 T��pes of Insurance. At all[imes durins the rerm of this Aareement D1B shall maintain insurance coveraee as
follows:
26?.1 Commercial General Liobilirv. Concractor shall provide at its ezpense a policy or policies of
Commercial General Liabilirv [CGL] Insurance u�rinen ou an ISO Occurrence form CG 00 Ol 07 98 or
an equivalent form providino coveraee at least as broad and which shal] cover]iability arisine from
premises aud operaaons,XCli(explosions,under�ound and collapse) independeot contractors;
producs/completed opentions, personal injurv and advertising injun�,bodily injurv,propem damaee,
and liabilin�assumed under an inswed's co�cnct(includine che tort liabilirv of another assumed in a
business contract). There shall be no endorsement or modification of the CGL Insurance liminne che
scope of coverage for either"inswed vs. insured"claims or contractual liability. Contractor shaLl
maintain the same or equivalent CGL Insurance as described herein for at least ten(10)years
__ follow�infl substantial completion of the work. All cosu of defense shall be ouuide the policy limits.
The PoGcy shall provide for coaeraee in amounts noc less chan two million dollars(52,000,000)per
occurreoce for Bodih�Injurv_ Personal Injury; or Propem Damaee. lf Commercial General Liabilip�
Inswance or other form with a general ae�eeate lunit shall apply separazely co rhis projecUlocarioq
the 2eneral ag�e�ate limit shall be twice the requ'ved occurrence limit. -
26.2? Comme�cial.Automobile Liabilirv. For all of DB's automobiles used in conjunction with ihe Project
includin�owned hired and non-owned automobiles, DB-shall keep in full force and effect a policy or
policies of Commercial Automobile Liabilin�Insurance written on an ISO form CA 00 Ol 12 90 or a
later venioo of this form or equivalent form providino covera�e ai leui as broad in the amount of one
� million dollars(S 1;000,000)combined single]imit per occurrence, coverine bodily injurv and propem�
damaee for owned,non-owved and hired automobiles [`.4ny.4utd`]. .4ll cosu of defense shall be
outside the polity. � �
26?.3 Architecrs and Engineers Professional Lia6iliry•. For all of DB's employees who are subject to this
Ageement DB shall keep in full force and effect or DB shall require that iu architecUeneineer(s)of
record keep in full force and effect errors and omissions insurance providing coveraee for professional
liabiliry with a combined sinele limit of one million dollars(51;000;000)per cla'un and t�+•o million
dollars(52,000,000)annual ag�eeate. DB shall ensure both that(i)ihis polic}�retroactive date is on
or before the date of couunencement of the Project; and(ii)dus polity has a repomna period of cluee
(3)years afrer the date of completion or terminarion of this Ageement.DiB a�ees that for the time
period de5ned above, there w�ill be no changes or endorsemenu to the policy that increases the Citds
exposure to loss.
7��33
26.2.4 Excess Lrobilirv. DB shall provide Excess Liability Insurance affordin�two million dollars
(�2,OOQ000)in excess of General Liabiliry and Employer's Liabiliry limits afforded on primary
policies. The covera�e H�11 be sabject to the same terms, conditions,and exclusions fouod in the
primarq policies.
26.2.5 Contractors Pollurion Lrobiliry. If the DB or its Contractors'Work includes cleanup,removal,
storaQe; or otherwise handlins 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 Sinsle Limit per
occurrence/a��regate for bodily injury,property damage and remediation.
26.2.5.1 Clauns made policies will ioclude a 5ve(5)year Extended Claims Discovery Period
� applicable to this Agreement, if reasonably available.
26.2.52 The policy for this insurance shall include Contractual Liabiliry coverage. Such policy shall
be endorsed to specifically provide for Work performed under the A�eement
26.2.53 The DB or its Contractors of any tier shall fumish to the Ciry a policy or Certificate of
Contractors Pollution Liabiliry Insurance in which the City, its elected and appointed
officers, employees, and agents, and the DB are named as addiiional insureds. The policy or
Certificate must plainly designate the name of the Project,name of the Disposal -Site,a�d
the permits secured for its disposal. This Certificate must 6e furnished to tbe Ciry,
evidencing compliance with the outlined requirements,prior to the DB or Conhactor
beginning the'v Work on the Project.Any failure to fumish this poliry or Certificate of
Insurance shall not relieve the DB or Contractor from the'u obligations under this Section.
26.2.6 Ha=ardous Troruporrers Pollution Liobiliry. If the DB's or its contractors'Work includes
transporta[ion of hazardous or toxic chemicals,materials, substa�ces or any other pollutants the DB
or its Contractor of any tier shall provide, at their expense, Transporters Pollution Liabiliry Insurance
in an amount not less than$3,000,000 Combined Single Limit per occurrence/Aggregate for bodily
injury,property damage and remediation.
262.6.1 Claims Made policies will include a five (5)year Extended Claims Discovery Period �
applicable ro this Agreement, if reasonably available.
26.2.6.2 Such policy shall be endorsed to specifically provide coverage for Work performed under
this Agreement The DB or its contractors of any tier shall fumish the City with a policy or
Certificate of Hazardous Transporters Pollution Liability Insurance ui which the Ciry, its
elected and appointed officers and employees, and agents, the DB, and any upper tiered
contractor are named additional insureds.
262.6.3 The policy or Certificate must plainly designate the name of the Project,name of the .
Disposa] Site, and the permits secured for its disposal. This Certificate must be fumished to
the City, evidencin�compliance with the outlined requirements,prior to the DB or
Contractor be�innin�theu Work on the Project.Any failure to fumish this policy or
Certificare of Inswance shaf] not relieve the DB or Contractor from their obligations under
this Section. . � �
26?.7 Worker's Compensation. For all of DB's employees who are subjec[to this A�eement and to the
extent requued by the State of Catifomia, DB shall keep in full force and effect, a'Workers'
Compensation Insurance and Employers' Liabiliry Inswance to protect D/B against all claims under
applicable state workers' compensation laws. The City, its elected officials, and employees will not be
responsible for any claims in]aw or equity occasioned by the failure of the DB to comply with the
requvements of this section. That policy shall provide at least the statutory minimums of one million
(51,000,000)for Bodily Injury by Accident for each accident, one million dollazs(�1,000,000)for
Bodily Injury by Disease each employee, and a ooe milliou dollars($1,000,000)for Bodily Injury by
Disease policy limit.
26.2.7.] Pnor to the execution of the Agreement by the City,the DB shall file the followins si�ed
certification:
7-�34
`I am aw�aze of the provisions of Section 3700 of the Labor Code uhich requ'ues every.
emplo}�er to be insured asainst liabilirv for���orker's compensatioo or to undertake self-
insurance, in aaordance�•ith the pro��isions of that code. and I will compl}��vith such
provisions before commencine the performance of the work of the Convacc."
26.2.8 Builder's Risk To the extent commercialiq available,the Cin�shall provide a polic}�of"all risk"
Builden Risk Insurance. DB shall add Cin�and iu respec[ive elected officials,officers,employees,
a�encs, and representatives to the policy as]oss pa}�ees;to the excenc such insurance is commzrcially
available. Co��eraae will be provided for the Replacement Cost of D4azerials, Equipment aod Fixtures
destined to become a permac�ent part of the structure:and coverage u•ill include Propem�in Transit aod
Propem in Offsice Scoraoe. DB shall also add i[s consnuccion contractor; and the conswction
convactor's subcontractors to the policy as additional named insweds or loss pa}�ees,to the zatent their
interest ma}�appeaz. The limit for this policy shall be a minimum of S � Sixry-two Thousand four
hundred seven and eighn�sis cenu. (S62,407.86)(GMP dollaz amouot to reflect project sofr and hard
cosu). It shall be DB's responsibilin�to bear the expeose of an��deduc[ible. The Builders Risk
coveraee shall ezpire at the time such insured propem�is occupied b}�Cin•; or a\'otice of Completion
is filed ahiche��er occurs fust. Contractor and iu Subcontracton will be solel�responsible for any
loss or damaee to their personal propem�, including contracior's tools and-equipment o«�ed,used,
leased or reuted bv the Contractor or Subcontractor.
26.3 Ra[ina Requiremen[s. E�cept for State Compensarion Insurance Fund all insurance requ'ued b}�express
pro��ision of this A�eemen[ shall be carried only by responsible insurance compauies that have been siven at
least an"A" or"A-" and"V"ratine b}•AM BEST, that aze authorized by the Califomia lnsurance
Commissioner to do business in the State of Califomia and that have been approved by che Cirv.
263.1 ?�`on-Admitted Carriers. The Cityµ�ill accept insurance provided b}�non-admitted"surplus lines"
carriers onlv if the carrier is auchorized co do business in the State of Califomia and is included on the
List of Elieible Surplus Lines Insurers [LESLI list] with a current Abf BEST ratin�of no less than
A:X. �
� 26.4 Endorsements Required. Each policy requued under Article XXVI, secrion 2�.2 of this Ageement shall
expressly provide, and an endorsement shall be submitted to the City,that:
26.�.1 Additionallnsureds. Except as ro Architects and/or En�ineers professional liability insurance and
R'orkers Compensation, the City of Chula Vista and its respective elected officials,officers,
� employees; agenu, and representati��es shall be named as addidonal insweds. -
26.4.1.1 Commercial Genenl Liability. The policy or policies musc be endorsed[o include as an
Addicional Insured the City of Chula Vista and its respeccive elected officials, officers,
emplo}�ees, aeenu, and representatives. Liabilin�Additional Insured Endorsement must be
- pro��ded on ISO form CG 2010 Q 1/8�)or equivalenL specifically,coveraQe afforded City
must be Primary and must not exclude Completed Operztions. 7�he covera�e for Projects for
which the Eneineer`s Estimate is one million dollars(51,000,000)or more shall include
liabiliry arisine out of: (i)Onsoine operations performed DB or on DB's behalf (ii)DB's
producu, (iii)DB�s�vork, includine bui not limited to completed operations performed b}'
DB or oo DB's behalf, or(iv)premises owmed, leased controlled, or used by DB; [he
coveraoe for Projects for which the Ensineer's Estimate is less than one million dollars
(51,000;000)shall indude liability arising out of: (i)Ongoing operations pedormed by DB
or on DB's behalf;(ii)D/B's producu;H�ork, includine but not limited[o comple[ed
operzcioas performed b}�DB or oo DB's behalf, or(iii)premises owned leued convolled,
or used by you; Except that in counection wi[h;collateral to, or affectin�an7 construction
contract to which the provisions of subdivision(b)of Section 2 i 82 of the California Civil
Code appl��, these endorsements shall not provide any duty of indemnin•coveraee for the
acrivz nesli�ence of the City of Chula Vista and iu respzctive elected officials, officers,
emplovees; aoents, and representarives in anv case w�here an ageemen[to indemnify the Cin
of Chula Vista and iu respective elected officials, officers;employees, aeeuts, and
represen[atives would be invalid uoder subdivision(b)of Section 2782 of the Califomia
CieIl Code. In a�y case��here a claim or]oss encompasses the negligence of the Insured and
the ac[ive neeligence of the City oi Ciry•of Chula Vista aud iu respecrive elected officials;
7�935
officers, employees, agents, and representatives that is not covered because of Califomia
Insurance Code Section 11580.04, the insurei s obligation to the City of Sao Chula Vista and
its respective elected officials, officers; employees, agents, and representatives shall be
limited to obli�ations permitted by Califomia lnsurance Code Section 11580.04.
26.4.1.1 Commercia]Automobile Liabiliry Insurance. Unless the policy or policies of Commercia]
- Auto Liabiliry Inswance are written on an ISO form CA 00 O1 12 90 or a later version of this
form or equivalent form providin�coverage at least as broad,the policy or policies must be
endorsed to include as an Additional Insured the City of Chu1a Vista and its respective elected
officials, officers, employees, agents, and representatives, with respect to liability arising out
of automobiles owmed, leased,hired or borrowed by or on behalf of the Contractor. Except
. that in connection with; collateral to, or affecting any construction conuact to which the
provisions of subdivision(b)of Section 2782 of the Califomia Civil Code apply,this
endorsement shall not provide any duty of indemuiry coverage for the active negligence of the
City of Chula Vista and its respective elected officials, officers,employees,agents, and
represeuratives i�aoy case where an a�eement to indemnify the City of Chula Visq and its
respective elected officials, officers, employees, agen[s,and representatives would be invalid
under subdivision(b) of Section 2782 of the Califomia Civil Code. In any case where a claim
� or loss encompasses the negligence of the Insured and the active�egligence of the Ciry of
Chula Vista and its respective elected officials,officers,employees, aoents, a�d
representatives that is not covered because of California lnsurance Code Sectio� 11�80.04,
the insurer s obligatiou to the City of Chula Vista and its respective elected officials, officers,
employees,agents, and representatives shall be ]imited 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 insura.nce or
self-insurance that may be canied by the Ciry 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 V ista and iu
elected officials,o�cers, employees, agenu, and representatives shall be in excess of DB's inswance
and shall not contribute to it.
26.4.3 Waiver ofSubrogotion. Consultant's insurer will provide a Waiver of Subrogation in favor of the City
for each requued policy providing coverage for the term requ'ved by this A�eement.
- 26.4.4 Project General Aggregate Limit. The CGL policy or policies must be endorsed to provide a
Designated Construction Project General Ag�egate Lunit that will apply only to the Work performed
under this Agreement. Claims payments not arisin�from the Work shal]not reduce the Designated -
� Constructiou Project General A��egate Limit. 7'he Designated Construction Project Ge�eral .
Aggregate Limit shall be in addition ro the a�gregate lunit provided for the products-completed -
operations hazard.
26.4.5 Wrirten Notice. Eacept as provided for under Califomia�law,the policies cannot be canceled non-
_ renewed or materially changed except afrer thir[y(i0)Calendar Days prior written notice by DB to
the City by certified mail,as reflected in ao endorsement which shall be submitted to the City;except
for non-payment ofpremium, in which case ten(10) Calendar Days notice shall be�provided.
26.43.1 The words"will endeavor"and"but failure to mail such notice shall impose no ob!ieation or
liability of any kind upon the company, its agents, or representatives" shall be deleted from
all certificates.
. 26.4.6 Additional Iruuronce. DB may obtain additional insurance not required by this Aareement.
26.4.7 Prior to Stmting Work. Before performin�any work,DB shal] provide the Ciry with all Certificates
of Insurance accompanied by al] endorsements.
26.5 Subcontractors. All coverages for subcontractors or subconsultants shal]be subject to all of the Tequ'uements
stated herein. Subcontractors and Subconsultants shall be protected a�ainst risk of loss by maintainine
insurance in the categories and at the limiu required herein. Subcontractors and Subconsultants shal]name
City and DB as additiona] insureds under its policies. � �
���6
26.6 Oblioation m Pro.ide Documenu. The DB shall provide copies of documents includin�but not limiced to
cenificazes of insurance and endorsemenu, and shall fumish reneu•al documentation prior to eapirarion of
inswance. Each requued documenc shall be siened by the inswer or a person auchorized by the insurer to bind
co��eraee on ia behalf. The Cin reserves the right to require complete, cerzified copies of all inswance policies
required herein.
26.6.1 Cooperorion. The DB and iu Conuactors shall cooperate full}�with a�d provide any information or
records requested by the City or re�azdino al] aspeca of che insurance and project includine but not
- limited to claitns,audit pa}'roll, insurance records and safen�. Delays in reporting information co[he
. City may result in dela}�s in pro�ess payments to[he D/B.
26.7 Deductibles/Self Insured Re[entions. All deductibles and self-insurance retentions on aoy policy shall be the
responsibilin�of DB. Deductibles and self-insurance retentioas shall be disclosed[o aod approved by the City
at the time the evidence of insurance is pro��ded. At the option of the City_either. the insurer shal]reduce or
eliminate such deductibles or self-insured retentions az respecu the Cin�, iu officers, officials,employees and
aolunteers; or the DB shall provide a financial suarantee satisfacton�to the City guazanteeino pa}�nent of
losses and related im�estieations, claun administration and defense expenses.
26.8 Policv Chanaes. DB shall not modify any polic}•or eodorsement thereto which-increases the Cip's exposure
co loss for the duration of this Ageement.
26.9 Resen�ation ot Riahts. The Citv resen�es the rieht, from time to time,to review the Conffactor's insurance
coverage, limi[s, deduttible and self-insured retentions to determine if the}�are acceptable to the Cicy. I he City
�vill reimburse che Cootractor for the cost of the additional premium for any coveraee requested by che City in
excess of that required by this Ageement without o��erhead, profit. or an}�other markup.
26.10 Not a Limitation of Other ObliQations. Insurance pro��isions under this section shaf]not be construed to
limit the DB's obligations under this Ageement, includine Indemnity. �
26.11 D7aterial Breach. Failure to maintain, renew, or provide evidence of renewal during the term of this
Ageement mav be Reated bv the Cirv as a material breach of cona�act.
ARTICLE XXVII. TER111L\ATION/StiSPE\SIO\OF R'ORK
2Z 1 Suspension of��'ork for Archaeoloeical and/or Paleon[oloeical Disco��eries. If a discoverv is made of an
archaeoloeical or paleontolo�ical interest DB shall immediateh�cease operations in the azea of the discoven�
and shall not continue until ordered by Cin�. R'hen resumed, operacions wichin the area.of the disco��ery shall
be as d'vected bv Cirv.
27.1.1 Discoveries w•hich ma��be encountered ma}� include, but aze not be Ivnited to, dw�elline sites; stone
implements or other ar[ifacu; animal bones, human bones fossils or any item w�ith cultwal
signi&cance.
27.]2 DB shall be entitled to an extension of time and compensarion in accordance with the provisions of
this'A�eement.
272 Termination of A�reement bv Cin� for Cause. If,throueh an��cause, DB shall fail to fulfill in a tunelv and
proper manner DB`s obli�ations under this Ageement or if DB shaLl violate any of the co��euants,
conditions, ageemenu or stipulations of this A�eemenC City shall have the rieht to terminare this A�eement
by givine w�rinen norice to DB of such termination and specifying the effecrive date thereof at least five(�)
Calendaz Davs before the effective date of such termination. � -
273 "fermination or Sucpension for Convenience bv Cit.�. City ma}•terminate or suspend this Ageement ac any
time and for any reason,by Qiving speci5c written notice to DB of such termination or suspension and
specifi�in�the effective date thereof, at least seven(i)Calendaz Da}�s before the effecri��e date of such
suspension or termination. In the event of an emereency, advance notice shall not be required under this
provision. �
27.� Termination of A�reement bv DB. DB may terminate the Ageement upon ten(10)days written notice to
Cin�,whenever either of the followine occur:
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Z7.4.1 Project Suspension. If the Project has been suspended under the provisions of Section 26.] or 26.3,for
more than ninety(90)consecutive days throu�h no fault or negligence of DB; and notice to resume
A'ork or to terminate the Agreement has not been received from City within this time period; or,
27.4? Failure to Pay Amounts Due and Not in Dispute. If Ciry fails to pay DB any monies due and not in
dispute in accordance with the terms of this Agreement within ninery(90)Calendar Days, plus the ten
(10) Calendar Days afforded the City to remedy the failure, afrer presentation to Ciry by DB of a
request therefote.
27S DB Action Required. Upon receipt of the Notice of Termination, DB shall take any and all action that may
be necessary; or that the Ciry Manager may direct, for the protecfion and preservation of the propert}�related to
this Ageement that is in the possession of DB and in which City has or may acquire an interest.
27.6 Possession.Ownership.and Control of Documents. In the event that this Agreement is terminated in
accordance with Sections 26"L throuoh 26.4; all finished or unfinished documents, data,studies;drawin�s,
maps,plans, specifications,reports and other materials prepared by DB,or any of its agents,Design
Consultants or Subcontractors, shall, at the option of the City,become the sole and exclusive proper[y of the
City.
� 27.7 Citv Riah[to Complete Proiect. In the event that the Ageement is termir�ated pursuant to this Article
XXVII, Ciry may take possession of the Project and may complete the Project by whatever method or means �
Ciry may select.
26J.1 Fxcess Costs. In the event[hat 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 dae,the DB shall
be liable for and pay such excess costs to the City.
27.8 Pavmen[to D/B 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 pecmitted herein.
The fair and reasonable amount shal]be determined in good faith by Ciry considering the following:
27.8.1 The price for completed services accepted, including any retentiou,by City not previoasly paid.
27.8? The costs incurred in the performance of the Project terminated, including initial costs and preparatory
expe�se 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.
27.83 A portion of the DB Fixed Fee (overhead and profit)based on the percentage of Work completed on
the Project;however, if D/B would have sustained a]oss on the eotire Agreement had it been
completed, Ciry shall allow no profit under this section and shall reduce the amount payable to reflec[
the indicated rate of loss.
27.8.4 DB and Design Subcontractor services through the date of termination based on acrual time spent as
docume�ted on timecazds. Expenses shall be paid based on invoice and receipts provided by DB.
27.8.5 Any amounts for�l'ork or Sen•ices ageed to by the City Manager and DB,but without duplication of
any amounts agreed to above. �
27.8.6 Reasonable demobilization costs, to the effective date of suc]i terminatio�.
27.8.7 If termination occurs durin�Phase I, II, or IIl,DB shal] only be entitled to the Fees for Phases I, II, or
III, associated therewith, or[he respective poRion thereof.
27.9 Lost Profi[s. Under�o circumstances will D/B be entitled to any consideration for lost profit or losi -
opportunity costs.
27.]ODeductions. The amount due DB shall be reduced by amounts including the followino:
26.10.1 My claun that City hu.a�ainst DB under this Ageement.
26102 The a�reed price for, or the proceeds of sale of, materials,supplies, or other thin�s acquired by DB or
sold under the provisions of this clause and not recovered by or credited to Ciry.
7�'3 8
26.103 Damages caused by DB's breach, includin�Excess Cosu pursuan[to Secnon 26.7.1.
26.10.�Propem�Desffoyed Lost Stolen or Dama�ed. Except to the ex7ent that City expressl}�assumed the
risk of loss, che City Manager shall exclude from the amounts pa��able[o DB, the fau��alue, as
decermined b}�che City Manager,of propem�[hat is desvoyed lost stolen, or damaged so as to
become undeliverable ro Cin.
27.11 Disputes. If D/B does.not a�ee that the amount determined b}�the Cin�Manaeer is fa'u and reasonable. DB
shall w�ichin thim�(30)Caleodar Da��s of receipt of pa}�ment shall �ives notice of such disa�eemenc to Cin�.
The dispute shall be resolved in the manner provide for in Section 21.6.
2 i.12��`ai��er of Claims. In the event of termination under this Anicle Xl'VL failurz of DB ro dispute amounts
paid in the manner and w ithin the rimeframe provided in Seccion 26.11 shall act as a waivzr of am�and all
claims for damaaes or compensarion arising under[his Ageement for any and all R'ork aod Services
perforzned under this A�eemeut up to the effective date of tiotice of Tertnination. D!B hereb}�expressly
aclao«�ledses and a�ees chat such claims shall be u aived as herein provided.
27.13Riahu of Citv Presen�ed. In the event thai the Ageement has been terminated[he termination shall not
affect an}•riehts or remedies of City against DB then existin�or which may thereafrer accrue. An7 retention
or pa}�ent of moneys due DB by Cit}•will not re]eaze DB from liability. It is ageed that terminarion
hereafrer will not in an}•way release; w•aiver,or abridge anv rights the City has aeainst D/B`s performance
bond surerv.
ARTICLE JiXVIII. RECORDS AA"D AUDITS
28.1 Record Svstem—Reimburseable Costs. DB shall develop and maintain an accurate system for a�ackin�all
Reimbursable Cosu. Utilizing this s��stem,DB shall indude u�ith each month pa��ment application aa
icemuacion of all such Reimbursable Costs acrualh�incurred by DB;durius the previous month. If requested
b}•the City,D/B shall proride all bacF.vp documentation supportin�such Reimbursable Cosis.
282 Record S��stem—Hard Construction Costs. DB shall deeelop and maintain an accurate system for trackine
all Hazd Construction Costs it incurs on the Project. Urilizing this system, DB shall include w�th each
monchh•applicarion for pa.rtnene an itemization of all Hazd Construcdon Costs ac[ually incurred by DB durine
the pre�ious month.
28.3 Retention ot Records. DB,contractors; and subcontractors shall maintain data and records related to this
Ageement for a period of uot less than chree(3)years followine receipt of final pa}rtnent under this Ageement
or three(3)years followine final settlement associated with tfie terminacion of chis A�eemene pursuant to
� Anicle YJiVII.above.
28.2 Audit ot Records. At any time durine normal business hours, durine che term of the convact plus and record
retenrion period and as often as the Cicy deems necessary,DB and any or all Contractors or subcontractors
shall make a��ailable to the City for examination at reasonable locations N�ithin the Cin•/County of San Dieeo
all of the data and records w�th respect to all maaers covered b}�this Ageement. DB and all contractors or
subcontractors will permit the Cirv to make audiu of al] invoices; materials; pa�T011s;records of personnel, and
ocher data and media relatine to all matters covered by chis Ageement. If records are not made available w�ichin
the Cicy/Couorv of Sao Dieoo, then DB shall pay all the Cin�'s travel relaeed cosu to audit the records
usociaced H�ith chis Ageement at the location where the records are maintained. Such costs will not be
Reimbursable Costs. " �
28?.1 Costs. DB and DB's a�ents shall allow City to audit and examine bool:s,records, dotumenu, and any
and all e��dence and accounnne procedwes and praccices that Cirv decermines aze necessarv to
discover and verifi all cosu of w�ha[ever namre, which aze daimed to have been incurred, anricipated
to be incurred or for which a claim for additional compensation or for Extra R'ork have been
submined under chis A�eement.
:�RTICLE RXIX. A�OTICES
29.1 W ritin�. Any demand upon or notice required or permitted to be gi��en by one Pam�to the other Party shall be
lIl KTIIII]°_.
7��39
29.2 Eftective Date.Except in relarion to Chanae Orders as provided for in section 28.4 or as otherwise provided
by law, any demand upon or notice required or per[nitted to be given by one Party to the other Parry shal]be
effective: (i)on personal delivery;(ii)on the second business day after mailing by certified or reeistered U.S.
Mail,retum receipt requested, (iii)on the succeedin�business day after mailing by Express Mail or afrer
deposit N�th a private delivery service of general use(e.g.,Federa] Express)postaoe or fee prepaid as
appropriate, or(iv)upon successful transmission of facsimile.
29.i Recipients. Except in relation to Chanse Orders, all demands or notices requ'ved or permitted to be eiven
shall be sent to all of the following:
293.1 Gordon Day, Ciry's Project Mana�er
29.32 MJC's Project Manager
293.3
29.4 Recipients of Chan¢e Orders.
� 28.4.1 Gordon Day, City`s Project Mana�er
29.4.2 MJC's Project Manager
29.43
29.5 Chanae of Address(es). Notice of cha�ge of address shall be given in the manner set fotth in chis Article.
ARTICLE XXX.MISCELLANEOUS PROVISIONS
30.] Headin¢s. All article headings are for convenience only and shall not affect the interpre[ation of this
Agreement.
30.2 Gender& A`umber. A'henever the context requires,the use herein of(i)the neuter�ender includes the
� masculine aod[he feminine eenders and (ii)the singulaz number includes the plura]number.
� 303 ReTerence to Para�raphs. Each reference i�this A,�eement to a section refers,unless otherwise stated,to a
section in this A�eement.
30.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part
hereof. ,
- 30.� Covenants and Condi[ions. All provisions of this Agreement expressed as either covenants or conditions on
the part of che Ciry or the Consultant, shall be deemed to be both covenants a�d conditions.
i0.6 Inteara[ion.This A�eement and the E�ibits and references incorporated into this A�reement fully express
all understandines of the Parties concemin�the matters covered in this Agreement.No change, alteratiou,or
modification of the terms or conditions of this A�eement, and no verbal understanding of the Parties,their
officers, aeents,or employees shal]be valid unless made in the forin of a written chaoge a�reed to in writing
by both Parties or an amendment to this A�eement agreed to by both Parties.All prior ne�otiations and -
affeements are merged into this AgreemenC
i0.7 Severabilitv. The unenforceabiliry, invalidity, or illegality of a�y�provision of this Agreement shall noi
render any any other provision of this A�eement unenforceable, invalid, or illegal. .
30.8 Draftine Ambiouities. The Parties agree that they are aware Ihat they have the ri�ht to be advised by
counsel with respect to the ne�otiations,terms and conditions of this Ageement,and the decision of whether
or not to seek advice of counsel wich respect to this Ao eement is a decision which is the sole responsibiliry
of each Party. This Ageement shall not be wnstrued in favor of or a=ainst either Party by reason of the -
extent to which each Party participated in the drafting of the Agreement. - �
7�40
30.9 ConOicts Beh�een Terms. If an appazent conflict or inconsisteuc}�ezisu between the main body of this
Ageement and the Exhibiu,the main bod��of this Ageement shall convol. If a conflicc exists ben��een an
applicable federal, state;or local law,rule;resularion,order,or code and this A�eemeot the law,rule,
rewlation, order, or code shall control. Varyine degees of strinoenc}�among the main bod}�of this
Ageement; the Exhibiu, and laws,rules, regulations;orders, or codes aze not deemed conflicu, and the mosc
stringent requvement shall convol.Each Pam�shall norifi�the other unmediatel��upon che identification of
an}�appazent conflic[or inconsistenc}�concemina this Ageement.
30.10 Promnt Performance. Time is of the essence of each covenant and condition set forth in this A�eement.
30.11 Good Faith Performance. The par[ies shall cooperate with each other in eood faith.and assist each other in
the performance of[he provisions of tMs A�eement.
30.12 Further Assurances. Citt'and DB each affee to execute and deliver such additional documents as may be
required to effeccuate the purposes of chis A�eement.
30.li Eshibits. Each of the followin�Exhibits is attached hereto and incorporated herein b��this reference:
Exhibit A - RFP, Schedule of\'alues and Project Schedule
Exhibic B - Desien Build A�eement - "
30.1� Compliance with Controllino La�S�. The Consultant shall comph��vith all laws,ordinances;reQulations, and �
policies of the federal,state, and local govemments applicable to this Ageement, includine Califomia Labor
Code section 1720 as amended in 2000 relatino to the pa}Tne�t of prevailins waoes as sta[ed in the RFP;
durin�the desi�and preconstruction phazes of a project includine inspection and land surve}�ine work. In
addition,the Consultani shall complv immediately with all directives issued by the Cin•or i�s authorized
represeutatives under authority of any laws, statutes; ordinances,rules; or resulations. The laws of the State of
Califomia shall eo��em and control the terms aud conditions of this Ageement.
30.1�Jurisdiction.Y"enue. and Attornev Fees. The venue for any suit or proceeding concemine this A�eement
the interpretation or application of any of its terms, or any related disputes shall be in the Counry of San
Dieeo, State of Califomia. The prevailing Party in an}�such suit or proceedine shall be entitled to a
reazonable award of attorney fees in addition to an��o[her awazd made in such suit or proceedina.
30.16 Alunicipal Poµ�ers. i�'othing contained in this A�eement shall be consvued as a limitation upon the poµ•ers
of the Cin�as a chanered cin�of[he State of Califomia.
30.17 Administrati��e Claims Requirements and Procedures. A'o suit or azbitrarioo shall be broueht arisine out
of this ageement, against the Ciry unless a claun has fust been presented in HTitine and filed with the City
and acted upon by the City in accordance with the procedures set forth in Chapter ].34 of the Chula Vista
b4unicipal Code, as same ma}•from time to time be amended;the pro��isions of whicb are incorporazed by ehis
refereoce as if fully set forth herein; and such policies and procedures used b}•the Cirv in che implemencation
of same. Upon request by City, Consultant shall meet and confer in good faich with Cin� for the purpose of
resol��ine any dispute over the terms of this A�eemeot.
30.18 Third Partv Relationships. Nothine in this A�eement shall create a convactual relationship ben+'een City
and any third pam•:however,the Parties understand and a�ee that City;to the extent permined by law�, is an
intzoded th'ud party bene5ciarv of all DB's contracts,purchase orders and oiher contracts between DB and
third pam•ser�•ices. DB shall incorporate tlus provision�into its contract�, supph�ageements and purchue
orders.
30.19 \on—Assienmenc The DB shall oot assign the obli�ations under this A�eement whether by express
azsi�ment or by sale of[he company,nor anv monies due or to become due,w�ithout the City's prior written
approval. r1m•assi�uneot in violation of this para3aph shall constimte a Default and is �rounds for
unmediare[erminacion of this A�eement, at the sole discre[ion of che City. In no eveot shall any putative
assi�men[create a contractual relanonship benveen the City and an}•puta[ive assi�ee. �
3020 Successors in Interest Ihis Ageement and all righu and oblieations created by this 1�eement shall be in
force and effect u'6ether or not any Parties to the A3eement have been suaeeded bv another entity;and all
>>
7-41
ri�Uts and obli�ations created by this A�eement shall be vested and bmdin�on any Party's successor in
interest. �
30.21 Independent Contractors. The DB, any coasultants, conhactors,subcontractors, and any other individuals
employed by the DB shal]be independent contractors and not agents of the City. Any provisions of this
A�eement that may appear to give the Ciry any ri�ht to direct the DB concemin�the details of performine
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?2 Approval. Where the consent or approval of a party is required or necessary under this Agreement,the
consent or approval shal]not be unreasonably withheld.
30?3 No Waiver. No failure of either the CiN or the Consultant to insist upon the strict performance by the other
of any covenant,term or condirion of this A�eement,nor any failure to exercise any right or remedy
coosequent upon a breach of any covenant, term,or condirion of this Agreement,shall constitute a waiver of
any such breach of such covenant,term or coodition.No waiver of any breach shall affect or alter this
A�eement, and each and every covenant, condition,and term hereof shall continue in full force and effect to
any e�stin�or subsequent breach. •
30.24 Si2nins Authoritv. The representative for each Parcy si�in�on behalf of a corporation,partnership,joint
venture or�ovemmental enriry hereby declazes that authoriry bas been obtained to si�on behalf of the
corporation,parmership,joint venture, or eotiry and a�ees to hold the other Parry or Parties&ereto harmless
if it is later determined that such authoriry does not exist.
IN WITNESS WHEREOF,this A�eement the City of Chula Vista and [INSERT] have executed this A�eement
thereby indicatin�that ihey have read and understood same,and indicate their full and complete consent te its terms.
This A�eement is dated _,2013 and this date shall constitute the effective date of this
A�eement.
CITY OF CHLTLA VISTA,A Municipal Corporaaon MJC Construction Inc.
a
By By: cl.�a.��. �-___ _--�J'
CHERYI,COX,Mayor • - Ja�ez Sr.
Approved as to form and]e�ality: ��` "
By:
Glen Goo�ins, Ciry Attomey
� Dated . 2073 �
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