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HomeMy WebLinkAbout2010/06/08 Item 5 CITY COUNCIL AGENDA STATEMENT ~'Yf:. CITY OF . - CHULA VISTA ITEM TITLE: SUBMITTED BY: REVIEWED BY: 6/08/10, Item ~ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $109,000 IN ON-BILL FINANCING & INCENTIVE FUNDS FROM SAN DIEGO GAS & ELECTRIC TO INSTALL A HIGH EFFICIENCY BOILER AT PARKWAY POOL AND APPROPRIATING $109,000 IN FINANCING FUNDS TO THE CITY'S ENERGY CONSERVATION FUND RESOLUTION ESTABLISHING A NEW CAPITAL IMPROVEMENT PROJECT ENTITLED "ENERGY EFFICIENCY: PARKWAY POOL BOILER" PROJECT (GG2I I), AMENDING THE FY 2009-10 CAP IT AL IMPROVEMENT PROGRAM AND APPROPRIATING $109,000 OF ENERGY CONSERVATION FUNDS THEREFOR RESOLUTION APPROVING A DESIGN BUILD AGREEMENT WITH BECKMAN ELECTRIC FOR THE ENERGY EFFICIENCY PARKWAY POOL BOILER PROJEC(GG2I I) DIRECTOR OF PUBLIC WORKS CITY MANAGE ASSISTANT CITY ANAGER '7-) 4/STHS VOTE: YES ~ NO 0 SUMMARY Parkway pool was built in the early 1950's and was outfitted with a Bryan Boiler that operated until the early 1980's when it was replaced with a Raypak heater after the original failed. The Raypak heater has operated up until the last few years with the boiler tube bundle having to be replaced four times. After the last change out, staff noticed several structural parts that were beyond repair and replacing the boiler with a more efficient new boiler was the only solution to solving the heater problem. The project will be funded through SDG&E O%-interest on-bill financing and incentives as well as existing non-General Fund sources. ENVIRONMENT AL REVIEW The Envirorunental Review Coordinator has reviewed the proposed activity for compliance with the California Envirorunental Quality Act (CEQA) and has determined that there is no possibility that the activity may have a significant effect on the envirorunent because it involves only replacement of a heater that is enclosed entirely within the existing pool equipment room; 5-1 6/08/10, Item ~ Page 2 of 3 therefore, pursuant to Section l506l(b)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION Council adopt the resolutions. BOARDS/COMMISSION RECOMMENDATION The project was presented to the Resource Conservation Commission (RCC) at their April 27, 2009 meeting as part of the City's Energy Efficiency & Conservation Block Grant Strategy. Although the RCC did not take formal action, the Commission expressed general support for the Strategy and the identified projects. DISCUSSION The Parkway pool facility was built in the early 1950's and was outfitted with a Bryan Boiler that worked until the early 1980's when it failed and was then replaced with the existing 3,000,000 BTU Raypak boiler. The boiler has been in operation until early 2000 when the boiler tube bundle was replaced and has been replaced an additional four times. After the most recent bundle change out, staff noticed several structural parts that were beyond repair and it became evident that replacing the boiler with a more efficient new boiler unit was the only solution to solving the heater problem. Currently, the boiler is operating with one of the 16 tubes removed because it is leaking. This has contributed to a significant loss of efficiency in the pool heater and higher operation costs. This facilities improvement project is part of the City's broader efforts to promote energy efficiency at municipal sites and to lower citywide greenhouse gas or "carbon" emissions. The San Diego Gas & Electric (SDG&E)/California Public Utilities Commission Local Government Partnership Program has provided financial support for City staff to evaluate, identify and coordinate the installation of these energy retrofit projects. Because Partnership funds are not able to be used for capital costs associated with the improvements, staff was authorized by City Council to pursue up to $9.1 million of low-interest financing from the California Energy Commission (CEC) and SDG&E to fund the installation of energy efficiency and renewable energy technologies at municipal facilities (as amended under Resolution #2010-064). Under the resolution, the City Manager was also authorized to negotiate and execute all documents associated with the low-interest financing. As a result, the City of Chula Vista was recently awarded $90,497 of SDG&E on-bill financing to fund the installation of the new condensing boiler at Parkway Pool. The O%-interest financing, which is repaid through the annual energy cost savings estimated at $9,066, will be combined with $18,503 of SDG&E incentives and $26,000 of an existing C1P funded by the General Fund. On June 4, 2009 an RFP for the Parkway Pool Boiler and solar panel project was issued to 6 design build companies as follows: Southern Contracting Company Independent Energy Solutions Heffler Company Beckman Electric Emcor MJC Construction. 5-2 6/08/10, Item~ Page 3 of 3 In July 2009, three proposals were received and Beckman Electric was chosen as the candidate that best met all the qualifications outlined in the RFP. At this time, staff is recommending that Council enter into a Design Build Agreement with Beckman Electric for design and implementation of a Raypak Boiler and solar hot water system at the Parkway Pool & Recreation Center. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found a conflict exists, in that Councilman Castaneda has property holdings within 500 feet of the boundaries of the property which is the subject ofthis action. CURRENT YEAR FISCAL IMPACT At this time, staff is recommending establishing a new capital improvement project, amending the 2009-10 CIP Program and appropriating SDG&E financing and incentive funds in the amount of $109,000 for project expenditure. In addition, the project will be further augmented by an eligible existing Capital Improvement Project entitled "C&R Minor CIP Improvement" GG 195 in the amount of $26,000. SDG&E on-bill financing, existing capital improvement funds, and incentives would cover all capital expenses, while staff time costs are supported through either annual departmental budgets or the SDG&E Local Government Partnership which is funded by California utility ratepayers under the auspices of the California Public Utilities Commission. eted Amount $130,000 5,000 $135,000 ONGOING FISCAL IMPACT The $90,497 on-bill financing would be fully offset by $9,067 in estimated annual energy savings (simple payback <10 years). After the financing is repaid, the City's General Fund would realize the full energy cost savings annually. In addition, the City will realize more immediate energy cost savings as utility rates increase every few years and as maintenance costs are avoided. A TT ACHMENTS Attachment 1. SDG&E On-Bill Financing Loan agreement Exhibit A: Design Build Agreement. Prepared by Gordon Day, Building Project Manager, Public Work-Engineering Brendan Reed, Environmental Resource Manager, Conservation & Environmental Services J:\Engineer\AGENDA \CAS20 I O\06~08-1 O\Parkway Boiler Council Agenda_FINAL.doc 5-3 ATTACf-IMENT I ~DG." ~, ,'J: A ~ Sempra Energy Utility. ON-BILL FINANCING LOAN AGREEMENT The undersigned customer ("Customer") and the undersigned contractor ("Contractor") have. contracted for the provision by Contractor to Customer of energy efficiency/demand response equipment and services (the "Work"). Subject to the conditions (including the process for Adjustment) set forth in the next paragraph, San Diego Gas & Electric Company ("SDG&E") shall extend a loan (the "Loan") to Customer in the amount of the loan bala.nce (the "Loan Balance") pursuant to the terms of this On-Bill Financing Loan Agreement ("Loan Agreement") and Rule No. 40 (the "Rule"). Contractor shall provide the Work as described in the On-Bill Financing Application ("Application") and any contract between Customer and Contractor, which shall be attached to the Application. The estimated Loan Balance is set forth below. However, the total cost of the Work as installed, Incentive, Loan Balance, montWy paymentl and loan term specified in this Loan Agreement may be adjusted, if necessary, after the Work and the post-installation inspection described in the Application and/or herein are completed (the "Adjustment"). The Adjustment will be calculated using the actual total cost of the Workl as installed, and estimated energy savings (as described in the Application) of such Work In no event will the Loan Balance be increased without Customer's written consent, even if Customer is eligible for such increased Loan Balance. Moreover, in no event will the Loan Balance exceed the maximum loan amount stipulated in the Application. Customer underst.ands that in order to be eligible for an on-bill financing loan, the initial Loan Balance for Work may not fall below the minimum loan amount, nor may the payback period exceed the maximum payback period. Accordingly, if after the Adjustment, the Loan Balance falls below the minimum loan amount or if the simple payback period exceeds the program maximum payback period, each as described in the Application, SDG&E shall have no obligation to extend the Loan, as the Work would not meet program requirements. The Adjustment described in this paragraph will be communicated to t.he Customer and Contractor in writing and will automatically become part of this Loan Agreement, except that any proposed increase in the Loan Balance will only become part of this Loan Agreement upon Customer's written consent to such increase. Collectively the Application, this Loan Agreement (including any Adjustment hereunder) and the Rule comprise the" Agreementn. In the event of any conflict among the foregoing components of the Agreement, the following order of priority shall apply: 1. the Rule; 2. this Loao Agreement; J. the Application. SDG&E shall have no liability in connection with, and makes no warranties, expressed or implied, regarding the Work. Customer and Contractor agree that the Customer and Contractor shall jointly and severally indemnify and hold harmless SDG&E, its affiliates, and their respective owners, officers, directors, employees and agents thereof, from and against all claims, demands, liabilities, damages, fines, settlements or judgments which directly arise from or are caused by (a) any breach of the Agreement (subject to the provision regarding Contractor at the end of this sentence regarding obligations to repay the Loan Balance) or (b) the wrongful or negligent acts of omissions of any party in the conduct or performance of the Work or Contractor's or Customer's duties under the terms of this Agreement; provided, however, that in no event shall Contractor be deemed a co-obligor, surety or guarantor of Customer's obligations to repay the Loan Balance under this Agreement. Customer represents and warrants that (a) Customer is receiving this Loan for Work obtained in connection with Customer's business, and not for personal, family or household purposes; (b) Customer, if not an individual, is duly organized, validly existing and in good standing under the laws of its state of formation, and has full power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Customer is duly qualified and in good standing to do business in all jurisdictions where such qualification is required; (c) this Loan Agreement has been duly authorized by all necessary proceedingsl has been duly executed and delivered by Customer and is a valid and legally binding agreement of Customer duly enforceable in accordance with its terms; (d) no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having J'urisdiction over Customer is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Loan Agreement, and the performance of the transactions contemplated by this Loan Agreement; (e) the execution and delivery of this Loan Agreement by Customer hereunder and the compliance by Customer with all provisions of this Loan Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any loan agreement or other contract or agreement under which Customer is an obligor or by which its property is bound; (f) all factual information furnished by Customer to SDG&E is true and accurate; and (g) the On-Bill Financing Program ("Programn) was a determining factor in its decision to have the Work performed. The Application must include the Federal Tax Identification Number or Social Security Number of the party who will be the recipient of the check for the loan amount. Checks may be issued directly to the Customer or the Contractor or both, for the benefit of the Customer, as specified below. Customer and Contractor each understand that SDG&E will not be responsible for any tax liability imposed on the Customer or Contractor in connection with the transactions contemplated under the Agreement, whether by virtue of the Loan contemplated under the Agreement, or otherwise, and Customer and Contractor shall jointly and severally indemnify SDG&E for any tax liability imposed upon SDG&E as a result of the transactions contemplated under the Agreement. Within sixty (60) days of Customer's and Contractor's written confirmation sent to SDG&E On-Bill Financing Program Administrator at address listed below of completion of the Work, SDG&E will (a) conduct a post installation inspection and project verification; (b) adjust, if necessary, the total cost, Incentive) Loan Balance, monthly payment, and loan term as stated above; and (c) issue a check (the oCheck~) for all amounts SDG&E approves for payment in accordance with the Agreement. The date of such issuance is the "Issuance Date". The Check shall be issued if the Work conforms to all requirements of the Agreement including, 'Without limitation, the Application. If the Check is made payable to Customer, Customer shall be responsible to pay the amount thereof to Contractor. If the Check is less than the amount due from Customer to Contractor, Customer shall be responsible for the excess. Customer shall repay the Loan Balance to SDG&E as provided in this Loan Agreement irrespective of whether or when the Work is completed, or whether the Work is in any way defective or deficient. The Customer agrees to repay to SDG&E the Loan Balance, in the number of payments listed below and in equal installments (with the final installment adjusted to account for rounding), by the due date set forth in each SDG&E utility bill rendered in connection with Customer's account (identified by the number set forth below) ("Account"), commencing with the bill which has a due date falling at least 30 days after the Issuance Date. AmoWlts due under this Loan Agreement shall be deemed to be amounts due under each bill to the Account, and a default under this Loan Agreement shall be treated as a default under the Account. Although a late payment fee may be assessed for delinquent payment of a utility bill, however, no late payment fee will be assessed for delinquent Loan repayment. If the Customer is unable to make a full utility bill payment in a given month, payment arrangements may be made at SDG&E's discretion. Any partial utility bill payments will be applied to energy charges before payment of the Loan Balance. Further payment details are set forth below. Any notice from SDG&E to Customer regarding the Program or the transactions contemplated under the Loan Agreement may be provided within any such bill, and any such notices may also be provided to Customer or Contractor at the addresses below or as elsewhere specified in the Loan Agreement, and shall be effective five (5) days after they have been mailed. The monthly payments will be included by SDG&E on the Account's regular energy service bills. The Loan Balance shall not bear interest. There are no pre-payment penalties; however, Customer agrees to notify the On-Bill Financing Program Staff of pre-payment amounts at the time of payment by telephoning the toll free phone number 1-8oo-411-SDG&E and by sending written notice to SDG&E On-Bill Financing Program Administrator at the address listed below. In the event the Account is closed or terminated for any reason, or Customer defaults under the On-Bill Financing Loan Agreement Fann No. 132-6263 (2/2009) Page 2 on 5-5 Agreement, the Customer will be required to repay the entire then-unpaid Loan Balance within 30 days. Customer understands that without limiting any other remedy available to SDG&E against Contractor or Customer, failure to repay the Loan Balance in accordance with the terms of the Agreement could result in shut-off of utility energy service, adverse credit reporting, and collection pwcedures, including, without limitation, legal action. $130,000.00 $39,502.70 $90,497.30 $754.14 9.98 120 Monthly Tenn Number of Total Cost Incentive Loan Balance Payment (Months) Payments Check made payable to: Contractor D $90,497.30 or Customer 0' $90,497.30 CUSTOMER INFORMATION CONTRACTOR INFORMATION 6946680106 SDG&E Account Number Beckman ElectrIc & Supply Contractor (vendor) Name "'VIC'; See.. 1/11 'X M. Name and title of Authorized Representative of Contractor City of Chula Vista Name on Account (Customer of Record) 385 Park Way Service Address 1001 A venido Pica C-607 Business Address Chula Vista, CA 91910 Ci ty, State, Zip San Clemente, CA 92679 V' Name and Title of Authorized Representa ive of customer crr'i '-'\. Relationship to Customer of Record 949-369-8702 Business Phone Number ~> - 00 \>~ J.,)' ..~~.-- By: O~B ~roprF Administrator 'c IlL.- _~ \::Yi-<'~, Svpv PRINTED NAM~ TIT. epre5eDtative of Contractor Gl..CJI Accepted: San Diego Gas & Electric Company Date 6~7-()IO Address: PO Box 129831, CP62E, San Diego, CA 92112-9831 On-Bm Financing Loan Agreement Form No. 132-6263 (2/2009) Page3 00 5-6 RESOLUTION 2010- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $109,000 IN ON-BILL FINANCING & INCENTIVE FUNDS FROM SAN DIEGO GAS & ELECTRIC TO INSTALL A HIGH EFFICIENCY BOILER AT PARKWAY POOL AND APPROPRIATING $109,000 IN FINANCING FUNDS TO THE CITY'S ENERGY CONSERVATION FUND WHEREAS, the San Diego Gas & Electric (SDG&E)/California Public Utilities Commission Local Government Partnership Program has provided financial support for City staff to evaluate, identify and coordinate the installation of these energy retrofit projects; and WHEREAS, the City of Chula Vista was recently awarded $90,497 of SDG&E on-bill financing and $18,503 from incentive funds to fund the installation of the new condensing boiler at Parkway Pool; and NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista does hereby accept $109,000 in on-bill financing & incentive funds from San Diego Gas & Electric to install a high efficiency boiler at Parkway Pool. BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista does appropriate $109,000 in financing and incentive funds to the Capital Improve ent Projects expenditure category of the City's Energy Conservation Fund. Richard A. Hopkins Director of Public Works Presented by 5-7 RESOLUTION 2010- RESOLUTION ESTABLISHING A NEW CAPITAL IMPROVEMENT PROJECT ENTITLED "ENERGY EFFICIENCY: PARKWAY POOL BOILER" PROJECT (G02II), AMENDING THE FY 2009-10 CAPITAL IMPROVEMENT PROGRAM AND APPROPRIATING $109,000 OF ENERGY CONSERVATION FUNDS THEREFOR WHEREAS, Parkway pool was built in the early 1950's and was outfitted with a Bryan Boiler that operated until the early 1980's when it was replaced with a Raypak heater after the original failed; and WHEREAS, several structural parts that were beyond repair and replacing the boiler with a more efficient new boiler was the only solution to solving the heater problem; and WHEREAS, the project will be funded through SDG&E O%-interest on-bill financing and incentives as well as existing non-General Fund sources. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista does hereby establish a new Capital Improvement Project entitled "Energy Efficiency: Parkway Pool Boiler" Project (GG2II), amend the FY 2009-10 Capital Improvement Program and appropriate $109,000 of Energy Conservation Funds therefor. Presented by Richard A. Hopkins Director of Public Works 5-8 RESOLUTION 2010- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A DESIGN BUILD AGREEMENT WITH BECKMAN ELECTRIC FOR THE ENERGY EFFICIENCY: P ARKW A Y POOL BOILER PROJECT (G02II) WHEREAS, Parkway pool was built in the early 1950's and was outfitted with a Bryan Boiler that operated until the early 1980's when it was replaced with a Raypak heater after the original failed; and WHEREAS, the Raypak heater has operated up until the last few years with the boiler tube bundle having to be replaced four times. After the last change out, staff noticed several structural parts that were beyond repair and replacing the boiler with a more efficient new boiler was the only solution to solving the heater problem; and WHEREAS, this facilities improvement project is also a part of the City's broader efforts to promote renewable energy at municipal sites and to lower citywide greenhouse gas or "carbon" emissions; and WHEREAS, the Chula Vista/SDG&E Partnership Program has provided financial support for City staff to evaluate, identifY and coordinate the installation of these energy retrofit projects. WHEREAS, on June 4, 2009 an RFP for the Parkway Pool Boiler and solar panel project was issued to 6 design build companies as follows: Southern Contracting Company Independent Energy Solutions Heffler Company Beckman Electric Emcor MJC Construction. WHEREAS, in July 2009, three proposals were received and Beckman Electric was chosen as the candidate that best met all the qualifications outlined in the RFP. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve a design build agreement with Beckman Electric for the Energy Efficiency Parkway Pool Boiler Project (GG211). Presented by Richard A. Hopkins Director of Public Works 5-9 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPO APPROV T ITY CO Dated: DESIGN BUILD AGREEMENT FOR P ARKW A Y RECREA nON CENTER SOLAR PANELS AND NEW BOILER PROJECT 5-10 /'J_ l vt./~/ .~;"::>~~:.~ DESIGN BUILD AGREEMENT FOR PARKWAY RECREATION CENTER SOLAR PANELS AND NEW BOILER PROJECT THIS Agreement shall be for the design and construction of Solar Hot Water and Boiler Systems and the payment of permitted costs therefore ("Agreement"). This Agreement is made and entered into this by and between THE CITY OF CHULA VISTA, a municipal corporation ("City"), and , Beckman Electric & Supply ("Design Builder or DIE"). City and DIB, when referenced herein, may be referred to individually as "Party" and collectively as "Parties." This Agreement is entered into with reference to the following facts: RECITALS 1. Parkway pool was built in the early 1950's. It was outfitted with a Bryan Boiler that worked until the early 1980's. 2. The boiler tube bundle was replaced in 200 I and has been replaced 4 times since then. After the last change out staff noticed several structural parts were beyond repair and replacing the boiler with a more efficient new boiler is the only solution to solving the heater problem. 3. Currently, the boiler is operating with only one of 16 tubes. 15 tubes were removed due to leaking. This has contributed to a significant loss of efficiency in the pool heater. The pool is also heated secondarily with a solar heating system that only operates from March to November. 4. As part of that effort, on June 4, 2009, the Department of Public Works Engineering Division issued a Public Request for Proposals (RFP) for the Parkway Recreation Center Solar Panels and New Boiler Project, pursuant to 9 2.57 of the City's Municipal Code, to design and construct structures for the installation of a new solar and boiler heating system at the Parkway Pool Aquatics Center ("Project") to qualified Design-Build firms. 5. The following companies were sent requests for proposals; Southern Contracting Company, Independent Energy Solutions, Beckman Electric/Pacific Pool Plumbing, MJC, Emcore/Mesa Mechanical, and the Heffler Company. 6. The ranking offmns through the bid process qualified two (2) respondents for interviews. Following the second round of interviews of the 2 respondents, Beckman ElectriclPacific Pool Plumbing was selected as the respondent who best met the design, monetary, and time criteria of the project with whom City could negotiate and agreement. 7. As part of DIE's proposal, DIE submitted a "Not to exceed Gross Maximum Price" of the Project in the amount of One hundred and thirty thousand dollars ($ 130,000.00) ("Estimated Cost"f'EC") plus a contract contingency of five thousand dollars ($ 5, 000. 00) to initiate design of the DfoDosed proiect. 8. Following City's approval of 90% Construction Documents ("CD") and with the approval for funding through SDG&E's "On bill Financing," DIB shall submit a Guaranteed Maximum Price ("GMP"), at which time staff may return to Council if the GMP exceeds $ 135,000.00 9. DIE shall complete the Project, as a public improvement, according to plans and specifications approved by City, and adbere to the Special Terms & Conditions of the SDG&E's "On Bill Financing" program, including (but not limited to) procurement, labor, and reporting requirements (Exhibit B) for an amount not to exceed the GMP. NOW THEREFORE, in consideration of the recitals, mutual obligations of the Parties, the covenants and conditions herein, and for other good and valuable, the sufficiency of which is hereby acknowledge, the Parties agree as follows: 5-11 ARTICLE I. DEFINITIONS ADA: The Americans with Disabilities Act of 1990 and any amendments thereto. Acceptance: Final approval by the City Inspection Team following the Final Inspection that Project Improvements are complete and work required on the Punch List has been fmished. As-Builts: Project Record Documents that are the Contract plans modified ITom the original concept of the design to reflect the actual product built. CEQA: California Environmental Quality Act. Calendar Day(s): All days of the week, holidays and weekends included. Change Order: A written order, approved by City, authorizing a change in the work to be performed. City: The City of Chula Vista. Unless specifically provided otherwise, whenever this Agreement requires an action or approval by City, that action or approval shall be performed by the City representative designated by the Agreement. City Council: The City Council of the City ofChula Vista. City's Project Administration Costs: Charges that City incurs to: (i) administer the acquisition of the Property, (ii) review and approve the plans and specifications for the project improvements, and (iii) inspect the project improvements during construction, until completion and Acceptance of the Project. Contract Documents: Including, but not limited to: Contract Addenda, Notice Inviting Bids, Instructions to Bidders, Bid (including documentation accompanying Bid and any post-bid documentation submitted prior to Notice of Award), the Bonds, the general conditions, permits ITom other agencies, the Special Provisions, the Plans, Standard Plans, Standard Specifications, Reference Specifications, and all modifications issued after the execution of this Agreement. Contract Time: The number of Calendar Days permitted under this Agreement for DIE to achieve Substantial Completion. Defective Work: All work, material, or equipment that is unsatisfactory, faulty, incomplete, or does not conform to the Contract documents is defective. Design Build Team (DlBT): Those individuals designated as being a part of the Design Build Team. See Exhibit A. Estimated Cost: The total cost of the Project as estimated in preliminary cost estimates as shown in Exhibit A. Extra Work: Any City additions, modifications, or deletions to work or DIE obligations under this Agreement not within the original Scope of Work contemplated by this Agreement. Final Completion: The point at which the last of the following has occurred: (I) recordation ofa Notice of Completion for the Project; (2) acceptance of the Project by the City; (3) submission of all documents required to be supplied by DIE to City under this Agreement, including but not lintited to As-Built Drawings, warranties, and operating manuals; and (4) and delivery to City of a Certificate of Completion duly verified by DIE. Greenbook: The most recent edition of the Standard Specifications for Public Works Construction (including any City of Chula Vista standard special provisions). Guaranteed Maximum Price ("GMP"): The maximum compensation to which DIE may be entitled for the performance of all Services, Work, and obligations and the satisfaction of all conditions under this Agreement, which amount shall include all authorized costs for labor, equipment, and material to design and build a fully functional Project in accordance with all applicable rules, regulations, and laws. 2 5-12 Hard Construction Costs: Direct construction costs incurred in performing the work, including taxes, delivery and installation. Hard Construction costs shall not include D/B markup, handling fees, overhead, or other charges, except as otherwise set forth in this Agreement. Hazardous Materials: Hazardous waste or hazardous substance as defined in any federal, state, or local statute, ordinance, rule, or regulation applicable to the Property, including, without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code sections 9601-9675), the Resource Conservation and Recovery Act (Title 42 United States Code sections 6901- 6992k), the Carpenter Presley-Tanner Hazardous Substance Account Act (Health and Safety Code sections 25300- 25395.15), and the Hazardous Waste Control Law (Health and Safety Code sections 25100-25250.25). "Hazardous Materials" shall also include asbestos or asbestos containing materials, radon gas, and petroleum or petroleum fractions, whether or not defmed as hazardous waste or hazardous substance in any such statute, ordinance, rule, or regulation. Holiday: The City-observed holidays. Law: All Federal, State, or local laws, regulations, ordinances, and/or policies. Milestones: Dates shown on the Project Schedule by which D/B shall complete major tasks either during design or construction of the Project NEPA: National Enviromnental Policy Act Notice to Proceed: City's written notice authorizing D/B to commence Work and/or Services on the Project Notice of Termination: A written notice ITom City to D/B terminating the Agreement in accordance with Article XXVII. Project Site: The property located at 385 Park Way Chula Vista and further described in Exhibit A", attached. Reimbursable Costs: All direct costs, including labor, materials, permit fees, insurance and bonds, general conditions, overhead and profit Services: Professional services, including design and construction management of the Project that are required to design and construct the Project in accordance with the Contract Documents. Services do not include Work. Substantial Completion: That stage in the progress of the construction when all Work on the Project is sufficiently complete in accordance with the Construction Documents, so that City can fully utilize entire Project; Substantial Completion shall further mean that all goods, services and systems to be provided under the terms and conditions of the Construction Documents are in place, have been initially tested, and are operationally functional, subject only to final testing, balancing and adjustments and normal Final Completion punch list work Title 24: California Building Standards Code, California Code of Regulations, Title 24. Work: All labor, materials, supplies, and equipment that are necessary to construct the Project in accordance with the Contract Documents. Work does not include Services. Working Day(s): Monday through Friday, excluding City holidays. ARTICLE II. SCOPE OF THE AGREEMENT 2.1 General. Except as expressly provided in this Agreement, D/B shall design and construct the Project in accordance with all the terms and conditions of this Agreement, approved Plans and Specifications, and the time frames established by the Project Schedule, which will be detennined at 90% construction documents, attached as Exhibit "A", delivering a complete and functional Project within tbe Contract Time for an amount not to exceed the GMP. ARTICLE III. TERM 3.1 Term of A!!:reement. This Agreement shall be effective on the date it is executed by the last Party to sign the Agreement following City Council approval by Resolution. The term of this Agreement will extend ITom the date of execution until satisfaction of all terms and conditions herein, unless this Agreement is earlier terminated. 3 5-13 ARTICLE IV. GENERAL PROJECT PERFORMANCE OBLIGATIONS 4.1 Standard of Care. Throughout the performance this Agreement, performed under this Agreement, DIB agrees that all Services and Work provided as part of this Agreement shall be performed in accordance with the standards customarily adhered to by experienced and competent professional architectural, engineering, landscape architecture, and construction fIrms using the degree of care and skill ordinarily exercised by reputable professionals practicing in the same fIeld of service in the State of California. 4.2 Compliance with all Laws. In the performance of this Agreement, DIB shall comply with all laws, including but not limited to: 4.2.1 All City, County, State, and Federal laws, codes and regulations, ordinances, and policies, including, but not limited to, the following: 4.2.1.1 Environmental Regulations (i.e. CEQAI NEPA). 4.2.1.2 The Americans with Disabilities Act ("ADA") and Title 24 of the California Building Code. It is the sole responsibility ofDIB to comply with all ADA and Title 24 regulations. 4.2.1.3 The California Fair Employment and Housing Act and all other State, Federal and local laws including, but not limited to, those prohibiting discrimination on account of race, color, national origin, religion, age, sex or handicap. 4.1.2.4 The Clean Air Act of 1970, the Clean Water Act (33 USC 1368)-Executive Order 11738, and the Stormwater Management and Discharge Control-Ordinance No. 0-17988. 4.1.2.5 DIB shall comply with the Essential Services Building Seismic Safety Act, SB 239 & 132. 4.1.2.6 DIB shall comply immediately with all directives issued by City or its authorized representatives under authority of any laws, statutes, ordinances, rules, or regulations. 4.1.2.7 DIB shall obtain and comply with all permits necessary to complete the Project, including, but not limited to Development Services Department permits and hazardous material pennits. 4.1.2.8 Zoning, environmental, building, fire and safety codes and coverage, density and density ratios and lien laws. 4.2.2 Implied Knowledge of Laws. DIB shall be responsible for all amendments or updates to standards and of all amendments or updates to standards, whether local, state, or federal, and such knowledge will be imputed to DIB to the extent allowed by law. 4.3 Desi2n and Construction Standards. In the performance of the Services and Work covered by this Agreement, DIB shall comply the most current versions of design and construction specifIcations, all of which shall be incorporated herein by this reference. 4.3.1 Standard Specifications. 4.3.1.1 Greenbook. The 2000 Edition of the Standard SpecifIcations for Public Works Construction. 4.3.1.2 California Department of Transportation Manual of Traffic Controls for Construction and Maintenance Work Zones. 4.3.2 City Specifications. 4.3.2.1 The 2000 Edition of the Chula Vista Standard Special Provisions. 4.3.2.2 The 2000 Edition of the Regional Standards. 4.3.2.3 The 2002 Edition of the Chula Vista Construction Standards. 4.3.2.4 The City's facility program, performance and design criteria, concept drawings, and reports. 4.3.3 Energy Conservation Standards. 4 5-14 4.3.4 Materials Standards. D/B shall use industrial grade, not residential grade, equipment and accessories for all facets of design and construction. 4.4 Obtain City ADDroval. For any and all actions under this Agreement that require City approval, including, but not limited to, changes or additions to Agreement, D/B shall obtain approval in writing from the designated City Representative, or when required by Law, from the City Council. D/B acknowledges that approval from any individual other than the designated City Representative or City Council, where required, shall not be valid. 4.4.1 Failure to Obtain Approval. Any costs or delays resulting ITom or associated with additions or modifications implemented without the written authorization of the City Representative shall be borne exclusively by D/B and not be grounds for an increase in GMP or Contract Time. 4.4.1.1 Emergency. In the event of an emergency, D/B shall take all reasonable actions necessary to protect public health, safety or property. Such action shall not require advance City approval; however, D/B shall notify the City immediately of the emergency and as soon as reasonably possible provide a written statement to the City explaining the emergency and the reasonable actions taken. Provided the emergency was not caused by or its creation contributed to by the D/B, its employees, agents, or subcontractors, Dill may be entitled to reasonable compensation for such actions. 4.4.2 No Release From Obligations. City approval shall be a general approval only, and such approval shall in no way release or relieve D/B of responsibility for complying with all applicable laws, codes, and good consulting, design, or construction practices. 4.5 Decision Makin!!. D/B shall make decisions with reasonable promptness to avoid delay in the orderly progress ofD/B's obligations under this Agreement and pursuant to the Project Schedule, which will be detennined at 90% construction documents, attached as Exhibit "A". 4.6 Perform Services and Work in Phases. The Services and Work under this Agreement shall be performed three (3) "Phases" in the manner and order described herein. ARTICLE V. PHASE I - DESIGN DEVELOPMENT 5.1 Desi!!n Team. City has awarded this Agreement based on the specific qualifications ofD/B to perform the design services required under this Agreement. All such services shall be provided by D/B unless the City has approved of the use of Subconsultants in the manner identified in Article VIII. 5.2 Services. In Phase I, D/B shall perform Services including, but not limited to, the following: 5.2.1 Project Development. Develop and refme Project requirements. 5.2.2 DDD. Prepare complete DDDs, such that the DDDs include, without limitation, the following: 5.2.2.1 Site Plans. Site plan with pertinent notes and dimensions indicating property line; existing public streets, sidewalks, curb cuts, other public improvements; required setbacks; service, trash, fIre lane and truck access, adjacent buildings, building outline; basketball courts, multi- elements. As applicable to the project. 5.2.2.2 Floor Plans. Floor plans including graphically demonstrating interior and exterior walls and fenestration with notes, dimensions and gridlines; room names, structural bay spacing with grids, critical dimensions and area calculations. NI A. 5.2.2.3 Roof Plans. Roof plans including detailed notes, dimensions, mechanical equipment locations, defme material for mechanical screens, skylights and roof access, roof materials, roof drainage and establish window-washing concept. As applicable to the project. 5.2.2.4 Building Sections. Building sections, which shall include vertical dimensions, floor assembly thickness showing known structural elements and notes. NI A. 5.2.2.5 Elevations. Exterior elevations, including material references and extent; visible rooftop elements; existing and new line of grade; indicate of floors with leader lines; and vertical dimensions; notes. dimensions and grid lines. NI A. 5 5-15 5.2.2.6 Wall Sections. Wall sections including all wall sections, dimensions, horizontal element offsets, and guide to exterior face of wall; dimensions, vertical floor to floor, floor to window head and sill and floor to ceiling; structural elements and assemblies; interior and exterior wall fmishes; and wall and roof assembly. NI A 5-.2.2.7 Outline specifications, written description of the project and components including site work. 5.2.2.8 Traffic circulation and landscaping should also be indicated at this stage if applicable. 5.2.3 Code Compliance. Verify all code compliance, including building construction type, occupancy sprinkler requirements, existing, zoning and other agency confonnance and ADA. N/ A. 5.2.4 Submittals. Prior to proceeding with Phase II, DIE shall prepare and submit the following to the City for review and written approval. 5.2.4.1 DDDs. Completed DDD. 5.2.4.1.1 Conditional Approval. In the event that City grants conditional approval, DIE shall address all City comments or issues and make associated revisions in the next set of drawings developed and submitted. 5.2.4.1.2 Delay/Costs. Any delay or additional costs resulting ITom the re-submittal shall be borne exclusively by DIE and not be grounds for an increase in the GMP or Contract Time. 5.2.4.2 Other Deliverables. 3D rendered images, color and material boards, reflected ceiling plans, and special system or equipment plans. NI A. ARTICLE VI. PHASE II 6.1 Phase II Services. In Phase II of the Project, DIE's shall perform Services including, but are not limited to, the following: 6.1.1 Project Development. DIE shall diligently prosecute the development and refinement of Project requirements and review such requirements with City; 6.1.2 Digital Documentation. D/B shall prepare CD's which shall include, without limitation, the following: 6.1.2.1 Architectural plans and details as applicable and necessary for the project., including: 6.1.2.1.1 Site plan indicating general location and nature of on-site and the necessary off-site improvements. 6.1.2.1.2 Floor plans, including roof, showing space assigrunents, sizes, and location of installed or fIxed and movable equipment that affects the design of the spaces. 6.1.2.1.3 Building elevations indicating exterior design elements and features, including fenestration arrangements, materials, mechanical and electrical features appearing on the walls, roofs, and adjacent areas. 6.1.2.1.4 Interior elevations to establish functional requirements, equipment, and all systems locations. N/A. 6.1.2.1.5 Typical building sections showing primary structural members, dimensions, and accommodation of functional systems. NI A. 6.1.2.1.6 Typical wall sections sufficient to indicate materials, openings, and major features. 6.1.2.2 Structural drawings including plans and sections of suffIcient clarity and detail to show the extent and type of structural system and dimensions, fmal structural design criteria, foundation design criteria, preliminary sizing of major structural components, critical coordination clearances and applicable material lists. 6.1.2.3 Mechanical plans and details. NI A. 6 5-16 6.1.2.4 Landscape and Irrigation plan and details. N/A. 6.1.2.5 Electrical plans and details. 6.1.2.6 Plumbing plans and details. 6.1.2.7 Plans showing installation of major systems, equipment, fixed furnishings and graphics. 6.1.2.8 Technical specifications. 6.1.2.9 All other technical drawings, schedules, diagrams and specifications, to set forth in detail the requirements for construction of the Project which, at a minimum, include: 6.1.2.9.1 Information customarily necessary for the use of those in the building trades. 6.1.2.9.2 Documents customarily necessary to obtain regulatory agency approvals. 6.1.2.9.3 Color board and architectural rendering for required presentations. N/A. 6.1.2.10 Mechanical design documentation consisting of continued development and expansion of schematic mechanical design consisting of: 6.1.2.10.1 Single line layouts and the approximate sizing of all equipment and capacities, preliminary equipment layouts. 6.1.2.10.2 Required space requirements for the equipment, required chases and clearances, acoustical and vibrations control, visual impacts and energy conservation measures. 6.1.2.11 Electrical design documentation consisting of continued expansion of the schematic electrical design consisting of: 6.1.2.11.1 Criteria for lighting, electrical, communications audio visual, close circuit T.V., lighting controls and other electrical systems typical to civic facilities, the approximate sizes and capacities of major components transfonners-panels-switch gears; NIA. 6.1.2.11.2 Preliminary equipment layouts, required space for equipment, required chases and clearances. 6.1.2.12 Sections through critical areas showing coordination of architectural, structural, mechanical and electrical elements. 6.1.2.13 Final specifications, including but not limited to, the following: As applicable to the project: 6.1.2.13.1 Architectural. General description of the construction, including interior finishes, types and locations of acoustical treatment, typical and special floor coverings and fmal exterior and interior material selection. NI A. 6.1.2.13.2 Mechanical. Description of air conditioning, heating and ventilation systems and controls, ducts, and piping system. 6.1.2.13.3 Electrical. Description of electrical services, including voltage; type and number of feeders; lighting systems, including lighting levels and audiovisual; security-fire alarms; and cable antenna television systems. 6.1.2.13.4 Landscape. General description of the construction, including plan materials, plant locations, maintenance period, and irrigation systems. NI A. 6.1.2.13.5 Play Areas. Description of play equipment, including installation procedures, type, color, finishes, and locations. NI A. 6.1.2.13.6 Site Work. General description of the construction, including finishes, types of materials and locations. 6.1.2.13.7 Other. Such other documents to fix and describe the size, quality and character of the entire Project, its materials, and such other elements as shall be appropriate. 7 5-17 6.1.2.14 Plumbing drawings, including location and quantity of fixtures, equipment sizes, room sizes for plumbing equipment, and fmal specifications as appropriate. 6.1.3 Project Sequencing. DIE shall detennine and establish the sequence of construction, and if appropriate, identify separate bid packages to accomplish phased construction of the Project. 6.1.4 Critical Path. DIE shall prepare a detailed Critical Path Method schedule for all construction components of the Project ("Detailed Construction Schedule") utilizing Microsoft Project software, showing all major milestones, bid dates for the major bid packages, commencement of construction, sequence of construction, completion of structural elements, all of which shall conform with the dates of Substantial Completion and Final Completion of Project. N/A. 6.1.5 Governmental Review. DIB shall review, as needed, the CD's with the governmental authorities having jurisdiction over the Project. 6.1.6 Accounting System. D/B shall provide a master accounting system and matrix on Microsoft Excel that will be updated, expanded, and provided to the City monthly as the Project develops. 6.1.7 Project Management Plan. DIE shall develop and implement a Project Management Plan and Procedures including: 6.1.7.1 Project status reports. 6.1.7.2 Coordination/interface with the City and its other consultants/contractors 6.1.7.3 Initial Design kickoff meeting to be held no later than five (5) working days rrom the Effective Date of Agreement. 6.1.7.4 Biweekly Design and Construction meetings 6.1.7.5 Interface and communications with other agencies 6.1.7.6 Vendors and subcontractors management 6.1.7.7 Document control 6.1.7.8 Schedule and budget control 6.1.7.9 Quality assurance and quality control. DIE shall establish and maintain a quality control program with appropriate reviews and independent testing procedures to ensure compliance with the Construction Documents during the construction phase. 6.6.10 Scheduling and cost control reports, which shall be provided monthly throughout the design phase. 6.1.8 Construction Drawings and Specifications. D/B shall prepare construction drawings and specifications suitable for obtaining City-approved pennits and to allow construction. 6.1.9 City Approval. DIE shall submit Construction Documents and obtain City approval in writing of the Construction Documents at seventy percent (70%), and ninety percent (90%) completion. 6.1.9.1 Condition Precedent. City approval of the Construction Documents is a condition precedent to authorization to proceed with subsequent work on the Project. 6.1.9.2 Notification, Modification, and Resubmittal. At 70% and 90% Completion, City will notify DIE in writing within the timerrames established in the Project Schedule following receipt nf Construction Drawings of City approval, or of request for modifications. If modifications are requested, DIE shall modify and resubmit Construction Drawings for City approval. 6.1.9.3 DIE Support. DIE shall provide support to a City Constructability Review Team for the review of the Construction Documents at all stages of requiIed submission. 6.1.10 Materials and Equipment Specifications. D/B shall prepare technical materials and equipment specifications for pre-purchase. 8 5-18 6.1.11 Surveying and Testing. DIE shall coordinate, perform., and complete all surveying, materials testing, and special testing for the Project at the Project site as required by this Agreement, the State Building Code, or any other law or regulation, in accordance with and considering the following: 6.1.11.1 Greenbook 2003 Section 2-9 titled "Surveying" and City ofChula Vista's Horizontal and Vertical Control found on the Survey Control Network Map located on the City's Internet via the following link: httD:/ /www.chulavistaca.fwv/Citv Services/Develoument ServiceslEnQineerinv'index.asD N/A. 6.1.11.2 Existing Conditions. DIE shall obtain all necessary soils investigation and conduct agronomic testing required for design of the Project. The Soils Consultant shall prepare a statement that will be included in the Bidding Documents as to the nature of soils, ground water conditions and any other infmmation concerning the existing conditions of the site. N/A. 6.1.11.3 Utilities. D/B shall provide all required information for the construction or relocation of Public or private utility facilities that must be constructed or relocated as a result of this Project. DIE shall file all of the required documents for the approval of authorities having jurisdiction over the Project and in obtaining the services of all utilities required by the Project. NI A. 6.1.11.4 Geotechnical Information. DIE shall obtain all necessary geotechnical information required for the design and construction of the Project. The Project Engineering Geologist and/or Project Soils Engineer (qualified R.C.E. or R.G.E.) shall prepare a statement that will be included in the Bidding Documents, to address existing geotechnical conditions of the site that might affect construction. NI A. 6.1.11.5 Additional Surveys. DIE shall provide additional site surveys and geotechnical investigations to the extent that DIE determines they are necessary for final design. NI A. 6.1.11.6 No Reliance. DIE shall not rely on City survey information as it is intended to be preliminary in nature and may not have sufficient accuracy or scope to support fmal design. 6.1.12 SWPPP. DIE shall prepare and incorporate into the Construction Documents a Stormwater Pollution Prevention Plan ("SWPPP") to be implemented by the DIE during Project construction. Where applicable, the SWPPP shall comply with both the California Regional Water Quality Control Board Statewide General Construction Storm Water permit and National Pollution Discharge Elimination System permit requirements and any municipal regulations adopted pursuant to the permits. NI A. 6.1.13 Alternatives. DIE shall evaluate alternative structural and construction approaches to ensure economical designs, which optimize constructability, yet meet all codes, architectural concepts, schematic designs, and standard specifications of the Project. 6.1.14 Permits. DIE shall obtain general building permit and all ancillary permits and licenses, including but not limited to, demolition permits, improvement permits and grading permits. City shall be responsible for all permit fees. 6.1.15 Updated Costs. D/B shall provide updated construction cost estimates in conjunction with the submittals required in Section 6.1.9 to support Value Engineering ("VE") and constructability reviews. 6.1.16 Final Review and Approval of Plans and Specifications. D/B shall deliver to City complete Construction Documents, including Construction Drawings, Plans and Specifications for the design and construction of the Project. City agrees to review the Construction Documents and provide City's written comments to DIE within five (5) Business Days of the date such Construction Documents are delivered to City in accordance with the notice provisions in Article XXIX. Approval shall not be unreasonably withheld. Ifrequested by City, DIE shall make changes to the Construction Documents. 9 5-19 ARTICLE VII. PHASE III. - CONSTRUCTION PHASE WORK AND SERVICES 7.1 Phase III. Work and Services. The DIE shall construct the Project in accordance with City-approved plans and specifications prepared by the DIE to meet or exceed all requirements of the City provided program, schematic design and the performance criteria. The DIE shall: 7.1.1 Bidding. DIE shall prepare and submit to the City for review separate bid packages, such bid packages shall be organized in the manner that D/B determines is appropriate ensure the efficient and cost effective construction of the Project. 7.1.1.1 Competitive Bidding. DIE shall competitively bid the respective bid packages for the construction of the Project. 7.1.1.2 Pre-Bid Conferences. DIE shall schedule and conduct pre-bid conferences to answer questions posed by bidders. Said answers and any other information required to provide clarification to the Construction Documents during the bidding process shall be issued as written addenda and provided to all prospective bidders. 7.1.1.3 Scheduling. DIE shall coordinate scheduling of bid packages, submittals. 7.1.1.4 Bid Results. DIE shall submit to the City a summary of bid results for each bid package. 7.1.1.5 Bid Protests. DIE shall hear and decide bid protests and shall develop and maintain bid protest procedures for that purpose. City shall be timely informed of all bid protests (prior to resolution) and the outcome of said protests. 7.1.1.6 Equal Opporttmity ContractingINondiscrimination. DIE shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treatment of subcontractors, vendors, or suppliers. DIE shall provide equal opporttmity for subcontractors to participate in subcontracting opportunities. DIE understands and agrees that violation of this Subsection shall be considered a material breach of this Agreement and may result in contract termination, debarment, or other sanctions. The language of this Subsection shall be inserted in contracts between DIE and any subcontractors, vendors, or suppliers. 7.1.1.7 Executing Contracts. DIE shall be responsible for entering into subcontracts, in DIE's own name, with the bidder who in DIE's discretion and professional opinion best meets the monetary, time, and performance requirement of the Project. DIB shall be responsible for ensuring that these contracts fully comply with all applicable local, state and federal laws, some but not all of which are listed below. 7.1.1.8 Additive Alternatives. DIE shall require additive alternates for extended warranties in bid packages for roofmg and HV AC systems. N/A. 7.1.2 Meetings. DIE shall conduct meetings identified below: 7.1.2.1 Preconstruction Meeting. DIB shall conduct a preconstruction meeting with its officers, agents and employees and City. The purpose of this meeting is to discuss: (i) the Agreement conditions, (ii) Scope of Work clarifications, and (iii) City policies, inspection requirements, and procedures. 7.1.2.1.1 Attendance. D/B shall ensure that the preconstruction meeting is attended by DIE's construction contractor, project manager, all DIE's major subcontractors, the City's designated Representative, and all other persons necessary as determined by DIE or City. 7.1.2.2 Progress Meetings. D/B shall conduct weekly progress meetings with the City and appropriate design and construction members. 7.1.2.3 Contractor Meetings. D/B shall conduct contractor meetings, as necessary, to provide technical input. 7.1.2.3.1 DIE shall provide interpretation of technical specifications and drawings. 10 5-20 7.1.2.4 Rescheduling. Progress Meetings may be rescheduled if rescheduled meeting times are convenient for all necessary parties, and DIB has given no less than five (5) Calendar Days prior written notice of the rescheduled meeting. 7.1.2.5 Minutes. DIE shall take corresponding meeting minutes and distribute copies to all attendees. 7.1.2.6 Reporting. DIE shall monitor and report to the City on actual performance compared to the Project Schedule, provide updated As-Builts, and verifY that the latest changes to the Project, if any, have been made. 7.1.3 Construction Management. During construction of the Project, DIE shall perform and be responsible for construction management, supervision, and administration services, including, but not limited to, tracking and reporting all expenses and all aspects of the construction and coordinating all construction means, methods, techniques, sequences and procedures to ensure the efficient and orderly sequence of the construction of the Project. 7.1.3.1 Resident Management. DIE shall provide resident management and contract administration, including specialists necessary for the functional, safe, on-budget and on-schedule completion of the Project, starting with the issuance of a Notice to Proceed, upon receipt of final construction drawings, from the City and extending through issuance of Notice of Completion and Acceptance. City staff will perform inspections to verify compliance with the plans, specifications and contract documents. The DIE resident staff shall ensure construction compliance with applicable local, state, and federal codes, building and environmental permit requirements, construction mitigation documents and enforcement of the Contract Documents. 7.1.3.2 Records Management. DIE shall implement and maintain an internal records management and document control system as required to support project operations. The DIB shall provide records management and document control information in a manner consistent with the City's reporting system. 7.1.3.3 Cash Flow. DIE shall develop a project-specific Plan for defming, tracking and reporting cash flow activity requirements and submit such plan to the City for review and approval prior to implementation. 7.1.3.4 Reporting. DIE shall keep City informed ofthe progress and quality of the design and construction of the Project. 7.1.3.5 Documents On-Site. DIE shall maintain a complete and up-to-date set of Construction Documents in the Projects field office at all times during construction that reflect all changes and modifications. 7.1.4 Site Safety, Security, and Compliance. DIE shall be responsible for site safety, security, and compliance with all related laws and regulations. 7.1.4.1 Persons. DIE shall be fully responsible for the safety and security of its officers, agents, and employees, City's officers, agents, and employees, and third parties authorized by DIB to access the Project site. 7.1.4.2 Environmental. DIE shall administer and enforce the Environmental Mitigation Monitoring and Reporting Plan for the Project, if any. In addition, DIE shall report environmental issues to the City in a manner consistent with the City's reporting system. DIE shall be responsible for the environmental consequences of the Project construction and shall comply with all related laws and regulations, including the Clean Air Act of 1970, the Clean Water Act, Executive Order number 11738, and the Stormwater Management and Discharge Control Ordinance No. 0-17988 and any and all Best Management Practice guidelines and pollution elimination requirements as may be established by the Enforcement Official. 7.1.4.3 Risk of Loss. DIE is responsible for the Project, project site, materials, equipment, and all other incidentals until the Project has been Accepted by the City and shall bear any costs or expenses associated with the loss thereof or damage thereto, including by theft, fire, or other casualties. 11 5-21 7.1.5 Public Right-aI-Way. All work, including, materials testing, special testing, and surveying to be conducted in the Public rigbt-of-way shall be coordinated with the City. 7.1.5.1 Materials Testing. DIB shall pay for and coordinate with City to have all material tests within the Public right-of-way and any asphalt paving completed by City's Material Testing Laboratory. 7.1.5.2 Surveying. DIB shall pay for and coordinate with City's designated Representative all surveying required within the Public right-of-way. 7.1.5.3 Follow all Laws, Rules, and Regulations. DIB agrees to follow all City standards and regulations while working in the Public right of way, including but not limited to, utilizing proper traffic control and obtaining necessary permits. 7.1.6 Traffic Control. DIB shall address all traffic control requirements for the Project including, if necessary, separate traffic control plans and/or notes. 7.1.7 Abatement. DIB shall develop a mutually agreed upon program to abate and minimize noise, dust, and disruption to access for parking and services at all times for adjacent business entities and residences. 7.1.8 Inspections. DIE shall coordinate any and all required inspections, including special inspections, in such a manner that the progress of construction is not affected or impacted. The DIB shall provide surveying, and other contracted services as required to complete project construction inspection and testing tasks. The City will provide inspection, special inspection, re-inspection senrices, and periodic building inspections. 7.1.9 Permits. The Parties acknowledge that the construction work to be performed on the Project by DIB in compliance with this Agreement is subject to the prior issuance of building, land development, and/or public improvement permits paid for and obtained by DIB. In the event that City, or any other governmental agency, unreasonably refuses to issue the permit(s) necessary to authorize the work to be performed or if the permit(s) are unreasonably canceled or suspended, then DIB is relieved ftom its obligation to construct those improvements covered by the denial of said permit(s). City shall, under such circumstances, pay DIB the reasonable costs, not to exceed the amounts identified in this Agreement, for all work completed up to the date of denial of said permit(s). All plans, specifications and improvements completed to the date of the denial, suspension or cancellation of said permit(s) shall become the property of City upon DIB's receipt of payment in full as described above. 7.1.10 Maintenance. DIB shall ensure Project is maintained in a clean, neat, sanitary and safe condition ftee ftom accumulation of waste materials or rubbish. Until Acceptance of the Project, DIB shall be responsible for on-going site maintenance, including any erosion prevention measures. Prior to Final Completion, DIE shall cause to be removed ftom and about the Project all tools, construction equipment, machinery, surplus materials, waste materials and rubbish and deliver the site to the City in a clean, neat, sanitary and safe condition. 7.1.10.1 Waste RemovaL Please be advised that Chula Vista Municipal Code 8.24.070 provides for an exclusive ftanchise for the removal and conveyance of all solid waste for hire (including recyclables) within City limits. The exclusive ftanchise agreement covers any hauling activity that requires the generator or their agent to pay a fee for any service connected with removing or conveying waste. The City's ftanchise hauler is Allied (formerly Pacific) Waste Services and may be reached at (619) 421-9400. 7.1.11 Requestfor Information ("RFI''). Parties acknowledge that the RFI process is solely for correspondence between DIB and its agents; however, DIB shall submit copies of each RFI to City within twenty-four (24) hours of receipt. DIB shall issue responses to RFIs. Unless DIB specifically requests a City response, City will not respond to RFIs. 7.1.12 Review and Approval. DIB shall provide timely review and approve shop drawings, samples of construction materials, product data, schedule submittals, and other submittals for compliance with the Construction Documents. DIB shall keep the City advised of all such matters being reviewed and approved by DIB and forward copies of such documents to City for review. 12 5-22 7.1.13 Royalties and Other Fees. DIE shall pay royalties and license fees, if applicable. DIE shall defend suits or claims for infringement of patent rights and shall defend and hold City and City's agents harmless from loss on account thereof. 7.1.14 Provide City with a Detailed Construction Schedule (DSC) on a CD within fifteen (15) working days after receiving Notice to Proceed with Phase IV, provide updated versions ofDCS on a monthly basis, and provide immediate notice of any impact on critical path items. ARTICLE VIII. SUBCONTRACTING 8.1 Subcontractin~. 8.1.1 Design Services. DIB shall perform or obtain the prior written consent ofthe City to subcontract all design services for the Project utilizing qualified, licensed and sufficiently experienced architects, engineers and other professionals (hereinjointly "Design Consultants") as identified in Exhibit "A". DIE shall not be permitted to substitute any Design Consultant unless authorized by City. 8.1.2 Construction Services. DIE shall perform all construction on the Project utilizing subcontractors appropriately licensed by the California Contractors State License Board or other required agency. ARTICLE IX. PROJECT SCHEDULE 9.1 Proiect Schedule. DIE sball perform and complete the Services and Work under this Agreement according to the timefrarnes set forth in the Project Schedule, attached hereto as Exhibit "A", or a subsequently revised Project Schedule in such a manner that the GMP or Contract Time of the Project shall not be exceeded and that is consistent with the Standard of Care identified in Section 4.1. 9.1.1 Project Schedule. DIE has submitted, as part of its proposal, a Project Schedule based on its estimate of the time necessary to complete the Project. 9.1.2 DIE's Obligation. Subsequent to the effective date of this Agreement, DIE shall provide, coordinate, revise, and maintain the Project Schedule for all phases of the Project. 9.1.2.1 During the Project initiation and design phases, the DIE shall submit an updated Project Schedule to City monthly for approval. 9.1.2.2 During Construction, DIE shall submit an updated Project Schedule monthly to the City and shall include: 9.1.2.2.1 Forecast Data with the intended plan for the remainder of the contract duration. 9.1.2.2.2 Actual Data with indications of when and how much Work andlor Services was performed (% complete). 9.1.2.2.3 Logic changes or other changes required to maintain the Project Schedule. 9.1.3 Detail and Format. The Project Schedule shall be substantially similar in detail and form to Exhibit A, or it shall be in the form subsequently agreed to by the Parties. 9.1.4 Submittal. Project Schedule shall be submitted to City on a computer disk in a version of Microsoft Project 9.2 Prolect Completion. DIE acknowledges that all work on the Project under this Agreement will be complete and ready for its intended use by the Project Completion Date stated in the Project Schedule 9.3 Chan~es in Proiect Schedule. Changes in Project Schedule, whether to logic, definition, or relationship must be approved by the City in writing as a Change Order pursuant to the manner identified in Article XIII. 13 5-23 ARTICLE X. DELAY IN PERFORMANCE 10.1 Time of Essence. Time is of the essence for this Agreement and each provision of this Agreement, including the Project Schedule, Start Date, and Project Completion Date contained herein, unless otherwise specified in this Agreement. DIB shall perform all Services and Wark as expeditiously as is consistent with standard of care identified in Section 4.1. 10.2 Notification ofDelav. Ifthe DIE anticipates or has reason to believe that the performance of Services and/or Work under this Agreement will be delayed, the DIE shall immediateiy notity the City. A written notice of the delay must be delivered to the City within five (5) Calendar Days of the initial notification, unless the City allows an additional period oftime to ascertain more accurate data in support of the request. The written notice shall include an explanation of the cause of the delay, a reasonable estimate of the length of the delay, and all supporting data. The D/B shall include a written statement that the time adjusttnent requested is the entire time adjustment to which DIE has reason to believe it is entitled as a result of the cause of the delay. An increase in time for completion does not necessarily mean that DIE is entitled to an increase in GMP. If in the opinion of the City, the delay affects a material part of the Project, the City may exercise its rights under Article XXVII of this Agreement or any other remedy available in law or equity. 10.3 Delav. If delays in the performance of Services or Work required under this Agreement are caused by unforeseen events beyond the control of the Parties, such delay may entitle the DIE to a reasonable extension of time or to additional compensation. Any such extension of time must be approved in writing by the City. The following conditions may justity such a delay: war; changes in law or government regulation; labor disputes; strikes; flIes, floods, adverse weather or other similar condition of the elements necessitating cessation of the DIE's work; inability to obtain materials, equipment, or labor; required additional Professional Services; or other specific reasons agreed to between the City and the DIE; provided, however, that: (i) this provision shall not apply to, and the DIE shall not be entitled to an extension of time, additional costs, or expenses for, a delay caused by the acts or omissions of the DIB, its consultants, contractors, employees, or other agents; and (ii) a delay caused by the inability to obtain materials, equipment, or labor shall not entitle the DIE to an extension of time unless the DIE furnishes the City, in a timely manner, documentary proof satisfactory to City of the DIE's inability to obtain materials, equipment, or labor. 10.3.1 Caused by City. [fDIE reasonably believes that any action, inaction, decision or direction by City or agent for the City will likely result in the GMP or Contract Time being exceeded or the Project being completed late, DIE will notity City at Project Team meeting and in writing within five (5) calendar days of discovering such action, inaction, decision, or direction. Included in such notice will be an estimate of the cost and time impact resulting ITom such action, inaction, decision or direction. DIB shall provide complete and accurate pricing within ten (10) calendar days of said discovery. 10.4 Costs of DelavlLiouidated Dama~es. City and DIE recognize that time is of the essence in this Agreement and that City will suffer fmancialloss if the Project is not completed by the Substantial Completion Date identified in the Project Schedule or any extensions subsequently approved. As the exact amount of fmancial loss cannot be accurately forecasted, the Parties have used their best efforts to establish an estimate of such loss. In doing so, the Parties have examined all of the circumstances and factors associated with a delay and have determined an amount that is fair and reasonable as liquidated damages. City and DIE agree that DIE shall pay as liquidated damages (but not as a penalty) for each calendar day of delay beyond the time specified for Substantial Completion of the Project, the following amounts which DIE expressly agrees are "not unreasonable under the circumstances" as defmed in California Civil Code g 1671 (b): $100 for each calendar day. Liquidated Damages shall not be assessed after the date on which Substantial Completion is achieved. In lieu of paying damages to the City, the Parties agree that City may choose to reduce the GMP by the amount of the liquidated damages. ARTICLE XI. PROJECT COSTS 11.1 Estimated Cost. The Estimated Cost of Project, according to the RFP is One hundred thirty five thousand ($ 135,000.000). The City's obligation under this Agreement shall not exceed the Estimated Cost; however, once a GMP is determined and approved, the GMP shall become the not to exceed amount of the City's obligation. GMP is subject to change pursuant to methods established in this Agreement. 14 5-24 11.1.1 Cost Schedule. The GMP has been allocated among each activity or portion of the Project ("Itemized Cost(s)"). The Itemized Costs are included in Exhibit "A"', attached. The cost incurred by the DiB for a specific activity or portion of the Project shall not exceed the associated Itemized Cost. 11.2 GMP. At 90% complete construction documents, DiB shall establish a GMP and submit such GMP to the City for approval. 11.2.1 Not to Exceed Amount. The GMP shall not exceed $ 135,000.00. Any costs incurred by DiB in excess of said GMP shall be the sole responsibility of the DiB, unless a Change Order is approved by the City pursuant to Article XIII of this Agreement. 11.2.1.1 Included Costs. In calculating the GMP, DiB shall include costs of the following: 11.2.1.1.1 All Design Consultants, including but not limited to architectural, structural, civil, mechanical, electrical, communications, graphics and art consultants, landscape architects, and acoustical, audio visual, lighting, and security consultants. 11.2.1.1.2 Estimating, value engineering and construction management. 11.2.1.1.3 Construction supervision and project management personnel, including but not limited to superintendents, Project managers, Project secretaries, Project engineers, Project accountants, and all other DiB personnel wherever located. 11.2.1.1.4 All on-site and off-site equipment, supplies and facilities, including but not limited to, computers, estimating, dictating, communication and accounting equipment, office space, trailers, field equipment and storage facilities. 11.2.1.1.4.1 Option to Purchase. In no case shall the cumulative monthly rental charges to the Project for equipment and Small Tools used by the DiB exceed 90% of the fair market value of anyone piece of equipment or Small Tools. At City's option, the full price for equipment or Small Tools may be paid, and City may take possession upon completion of the Wark. 11.2.1.1.5 All Hard Construction Costs. See Exhibit A 11.2.1.1.6 DiB Contingency Fund, which shall not exceed 5% of Hard Construction Costs. 11.2.1.1.7 Reimbursable Costs. See Exhibit A. 11.2.1.1.8 DiB Fixed Fee for the complete design and construction of the entire Project as specified in the 90% CD's. 11.2.1.1.9 No more than $13,000.00 for Design Services and General Conditions 11.2.1.1.IOAll home-office and field overhead costs of any type including document control and retention; 11.2.1.1.11All business license costs; 11.2.1.1.12All profit DiB intends to earn under this Agreement. 11.2.1.1.13All direct and incidental costs incurred by DiB, except for those specifically identified in the General Conditions section. 11.2.1.1.14 OTHER- 11.2.1.2 Full Compensation. Unless otherwise expressly provided in this Agreement, GMP shall be the maximum amount of compensation to due to DiB for all permitted costs of any type incurred by DiB in performing all services and obligations under this Agreement. 11.2.2 Itemization. DiB shall provide City with an itemization of the GMP that reconciles the GMP with the itemized costs. The itemization shall include the following: 11.2.1.1 DiB Fixed Fees. The fees charged by the contractor for staff, equipment, office space and overhead during the term of the project are included in the installation costs. 15 5-25 11.2.1.2 Hard Construction Costs. Hard Construction Costs broken down into categories for each of the major trades for the Project, which will include labor, material expenses, equipment costs, and a reasonable DIE Contingency Fund. 11.2.1.3 Bonds, Pennits and Insurance. 11.2.3 Alternate Bid Items. DIE shall prepare, with the cooperation of the City, alternate bid items to assure that the cost of the Project will not exceed the GMP. 11.2.4 Adjustments to GMP Based on Approved Change Orders. GMP may be changed, increased or decreased, based on Change Orders approved pursuant to Article XIII. 11.2.5 Adjustments Based on Other Cost Increases. GMP may be increased due to: (i) acts of God, acts of any governmental authority, the elements, war, litigation, shortages of material, labor strikes, inflation, later commonly accepted or adopted higher standards and specifications of construction, concealed or unkno\VIl conditions encountered in the completion of the Project, or other cause beyond Dffi's control, (ii) actual bids received being greater than estimated, or (iii) other factors not the result of unreasonable conduct by DIE. The GMP may be increased by the amount of such increases; however, if GMP as proposed to be increased shall exceed the Estimated Costs, such change to GMP shall be subject to approval by City Council. 11.3 Duty to Advance Costs. DIE shall advance all costs for Project subject to Reimbursement in the manner described in Article XVI. N/ A. 11.4 Use of Project Contineencv. Project Contingency shall not be used without prior, written City approval and shall not be used for: (i) work required due to DIE's, its officers', agents' or employees' failure to perfonn Work or Services according to the terms oftrus Agreement, in compliance with the Construction Documents, and/or Law; or (ii) uninsured losses resulting ITom the negligence of DIE, its officers, agents, or employees. 11.5 Notification of Increased Costs. If, at any time, the DIE anticipates that the amount expended on the Project will exceed the Estimated Cost or the GMP, when established, the DIE shall immediately, not more than ten (10) Working Days ITom becoming aware of the potential increase, notifY the City in writing. This written notification shall include an itemized cost estimate and a list of recommended revisions that the DIE believes will bring the Project cost to within the Estimated Cost or GMP. Following the delivery of the Notice, DIE shall assist the City in reviewing the itemized cost breakdown and adjusting the Scope of Work and establishing a revised Project, the cost of which will not exceed the Estimated Cost or GMP, once establish. 11.5.1 City Action. Following consultation with the DIE, the City may choose to: (i) approve an increase in the amount authorized for the Project; (ii) delineate a project, which may be constructed for the budget amount; (iii) any combination of (i) and (ii); or terminate the Project subject to the tennination provisions in Article XXVII. ARTICLE XII. PRODUCTS 12.1 Submittals. Prior to the bidding process, DIE shall submit for City approval a list of products intended for use in the Project. Upon DIE's completion of plans and specifications, City will review and approve products specified therein. D/B shall provide City a copy of each submittal for City approval throughout the duration of construction within twenty (20) Calendar Days of DIE's receipt of submittal. Approval is general approval only and in no way relieves DIE of its sole responsibilities under this Agreement or any and all laws, codes, pennits or regulations. 12.2 Substitutions. DIE shall submit all requests for product substitutions to City in writing within thirty (30) Calendar Days after the date of award of the construction contract. After expiration of the thirty (30) Calendar Days, City will allow substitution only when a product becomes unavailable due to no fault ofDIB's contractor. City shall review substitution requests within thirty (30) Calendar Days of submission of such requests. DIE agrees that City requires Consultant's input and as such DIE shall coordinate a five (5) Working Day review by its Con.sultant. /2.2.1 Substantiate Request. DIE shall include with each substitution request complete data substantiating that the proposed substitution confonns to requirements of the Contract Documents. 16 5-26 12.2.2 DIB Representations. By submitting a substitution request, DIB is representing to City all of the following: (i) DIB has investigated proposed product and determined that in all respect the proposed product meets or exceeds the specified product; (ii) DIB is providing the same warranty for the proposed product as was available for the specified product; (iii) DIB shall coordinate installation and make any other necessary modifications which may be required for work to be complete in all respects; and (iv) DIB shall waive any claims for additional costs related to the substituted product, unless the specified product is not commercially available. 12.2.3 Separate Written Request. City will not consider either substitutions that are implied in the product data submittal without a separate written request or substitutions that will require substantial revision of construction contract documents. 12.3 Sarnoles. 12.3.1 Postage. Samples shall be sent to DIB's office, carriage prepaid. N/A. 12.3.2 Review. DIB shall furnish to City for review, prior to purchasing, fabricating, applying or installing, (2) two samples (other than field samples) of each required material with the required fmish. N/A. 12.3.2.1 Where applicable, all samples shall be 8" x 10" in size and shall be limited in thickness to a minimmo consistent with sample analysis. In lieu thereof, the actual full-size item shall be submitted. N/A. 12.3.2.2 DIB shall assign a submittal nmober. DIB shall include with each submission a list of all samples sent, a statement as to the usage of each sample and its location in the Project, the name of the manufacturer, trade name, style, model, and any other necessary identifYing information. NI A. 12.3.2.3 All materials, finishes, and workmanship in the complete building shall be equal in every respect to that of the reviewed sample .NI A. 12.3.2.4 City will return one submitted sample upon completion of City review. NI A. 12.3.2.5 DIB's, or DIB's agent's, field samples shall be prepared at the site. Affected finish work shall not commence until D/B or its agents have been given a written review of the field samples. N/A. 12.3.3 Not a Release of Liability. City's review of samples in no way relieves DIB ofD/B's responsibility for construction of Project in full compliance with all Contract Documents. 12.4 Observe Testin2. When appropriate, DIB shall witness testing and review materials and equipment testing results and provide comments regarding conformance with specification requirements. ARTICLE XIII. CHANGE ORDERS 13.1 When ReQnired. Change Orders shall be required in the following instances: 13.1.1 GMF. Any adjustment in GMP. 13.1.2 Contract Time. Any adjustment in Contract Time of Completion Date. 13.1.3 Use of Contingency Fund. At anytime DIB seeks to use the Contingency Fund, irrespective of impact on the GMP or Contract Time. 13.1.4 City Requests. The City directs DIB to perform Additional Services. 13.1.5 Other. Any other instance for which this Agreement expresses that a Change Order shall be used. 13.2 Process for Aooroval ofChan2e Orders. Within five (5) Calendar Days of any event that gives rise to the need for a Change Order, the DIB shall provide the City with written notice of the need for the same. The Change Order must indicate whether the change will affect, in any way, by increasing or decreasing, the GMP, Project Schedule, or project quality established during the design and submittal review process. In addition, it shall be accompanied by a detailed and complete estimate of cost impact associated with the Change Order, including all appropriate direct and indirect costs and credits. All such costs and credits shall be accurately 17 5-27 categorized into DIE Fixed Fee, Reimbursable Costs or Hard Construction Costs. DIE shall also provide City with a realistic estimate of the impact, if any, the Change Order will have on the Contract Time. 13.2.1 Project Manager Approval. Ifthe Change Orderrequest does not result in an increase in the Estimated Cost, the City Representative shall either approve or reject the Change Order in writing within ten (10) Working Days of receiving D/B's 'Written notice, provided DiB has submitted complete documentation substantiating the need for such Change Order. If City fails to respond to DIE's written notice within the ten (10) Working Days, the Change Order request shall be deemed denied. 13.2.2 City Council Approval. For Change Orders not subject to section 13.2.1, City Council approval is required. The City Council may either approve, reject, or approve in part such Change Orders. Council Approval shall not be subject to the ten (10) Working Day response time provided for in section 13.3.1. 13.3 Written Approval ofChan2e Orders. DIE shall not proceed on work requested under a Change Order, absent written approval ITom the appropriate authority. Any Services or Work, which require t he approval of a Change Order, perform by DIE prior to approval shall not be reimbursed. 13.4 Failure to A2ree au Cost of Chan2e Order or Time. In the event there is any disagreement or dispute between the Parties as to whether the DIB is entitled to a Change Order, the amount of the Change Order or any increase in Contract Time requested through the Change Order, the dispute shall be resolved by the Director of Public Works. If the determination of the Director of Public Works is challenged, such challenge shall be address in the manner identified in Section 30.17. DIE shall not have the right to stop or delay in the prosecution of any services or work, including services or work that is the subject of the Change Order (if directed by the City), pending the determination of the Director of Public Services or, if applicable, fmal resolution. Instead, DIB shall continue diligently prosecuting all such services and work. 13.4 Full Compensation. Payment to DIE 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 DIE or DIE's representative acknowledges that no additional compensation or claims for items of work listed in the Change Order will be allowed. 13.5 Errors and Omissions. DIE shall not be reimbursed for any costs or expenses of a Cbange Order resulting ITom a design error or omission, DIE's negligence, or the negligence of any of DIE's agents or subagents. DIE shall be reimbursed for any costs or expenses of a Change Order resulting from a design error or omission that is the direct result of a City request for such design or omission. The City reserves the right to seek reimbursements for any funds used due to errors or omissions of the Design Consultants, DIE's negligence, or the negligence of any ofD/B's agents, or subcontractors. 13.6 City Refusal to Aporove Chan2e Order. DIE shall not bave the right to tenninate this Agreement for the City's refusal to approve a Change Order pursuantto Sections 13.2.lor and 13.2.3 ARTICLE XIV. EXTRA WORK 14.1 City Authoritv to Order Extra Work. City may at any time prior to Project Completion order Extra Work on the Project. The sum of all Extra Work ordered sball not exceed five percent (5%) of the Estimated Cost at the time of the Bid A ward, without invalidating this Agreement and without notice to any surety. 14.1.1 Requests in Writing. All requests for Extra Work shall be in writing, shall be treated as, and are subject to the same requirements as Change Orders. DIE shall not be responsible for failure to perform Extra Work, which was requested in a manner inconsistent with this section. 14.2 Bonds Reauired for Extra Work. DIE's and its agents' bonds, required under Article XXIV, shall cover any Extra Work provided that the Extra Work is paid for by the Project Budget 14.3 Reimbursement for Extra Work. Work performed by DIE as Extra Work is reimbursable in the same manner described in Article XVI. Tbe Project contingency as described in Article XI, will be used first to cover the costs of Extra Work. 14.4 Markup. DIE will be paid a reasonable allowance for overhead and profit for Extra Work. The allowance shall not exceed five percent (5%) of the approved costs for the Extra Work. 18 5-28 ARTICLE XV. CHANGED CONDITIONS IS. I Chan~ed Conditions. Changed Conditions shall be addressed under the Greenbook section 3-4; however, Parties acknowledge that even if Changed Conditions are found to be present, the Project shall not exceed the GMP without express City Council approval of an increase to the Project Budget. Absent such express approval of additional funds, D/B shall provide City with value engineering and Parties will return Project to within the total Project cost. ARTICLE XVI. PAYMENT TERMS 16.1 Payment 16.1.1 Funds for Payment. D/B shall only be entitled to payment for Services and Work performed under this Agreement from the funds appropriated for the Project. 16.1.3 Maximum Payment. D/B shall be entitled to payment in an amount not to exceed the GMP or subsequently approved increase in GMP. DfB is not entitled to payment for unapproved expenses, unapproved increases in costs, or other increases caused by D/B negligence, omissions, or failure to seek approval for additional or increased costs. 16.I.S Applicationfor Payment. D/B shall submit to City a certificate and application for payment on or before the S'" day of each calendar month ("Payment Application"). The Payment Application shall be based upon the percentage of completion of the Schedule of Values plus any Reimburseable Costs, less any payments previously made by the City, incurred or advanced for the Project for wh.ich D/B was has not previously received payment. The Payment Application must include all relevant documents in accordance with Section 16.1.6. If the City determines that all relevant documents have not been submitted, City shall request that D/B provide additional documentation. D/B shall provide additional documentation within ten (10) Working Days ofrequest. City is not obligated to make payment to D/B until City has received all relevant documentation to support Reimbursement Request. After all appropriate cost documentation has been received and City approves the Payment Application, City shall make payment to D/B of all uncontested charges within sixty (60) Calendar Days of receipt of a complete Payment Application. 16.1.5.1 Withholding. From each payment, ten percent (10%) will be deducted and retained by the City, and the remainder will be paid in accordance with the terms and conditions of this Agreement. No payment made to DIE or its sureties will constitute a waiver of any rights the City has under this Agreement. This section is not intended to limit any rights the City may have under the Performance or Payment Bond. In lieu of withholding retention under this Agreement, at the election of DIB, City will deposit retention amounts into escrow and/or the substitution of securities for money as provided in California Public Contract Code Section 22300. 16.I.S.2 Payment of Withholding. The City will pay the D/B for the amounts withheld forty-five (4S) Calendar Days from recordation of the Notice of Completion, providing that no Stop Notices or Mechanic's Liens have been filed since the recordation of the Notice of Completion. 16.I.S.2.1 Where a Stop Notice or Mechanic's Lien has been filed following the recordation of the Notice of Completion, the amount in controversy shall continue to be withheld until a fully executed release of Stop Notice or Mechanic's Lien has been filed and a conformed copy delivered to the City. 16.1.5.3 Contested Charges. In the event City contests any charges contained in the Payment Application, the dispute shall be resolved in the manner identified in Section 21.6. D/B shall not have the right to stop or delay in the prosecution or any Services of Work, pending the determination of the Director of Public Services or, if applicable, fmal resolution. Instead D/B shall continue to diligently prosecute all Work and Services. During the time of the dispute, the City shall withhold the amount of the charge in question. 16.I.S.3 Cutofffor Submission of Reimbursement Requests. D/B shall submit all Reimbursement Requests within six (6) months of the date on which Final Completion occurs and City 19 5-29 accepts the Project. Any Reimbursement Request submitted after the Cutoff Date shall not be reviewed or included in Reimbursable Cost. 16.1.6 Verification of Reimbursement Request. D/B shall supply documentation to support the Reimbursement Request including, but not limited to, proofthat all mechanic liens have been released, copies of invoices received and copies of cancelled checks, substitute checks, or image replacement documents showing that payment has been made in connection with the Reimbursement Request in the following manner: 16.1.6.1 D/B shall submit two (2) copies ofa Reimbursement Request (cover letter, invoice, and documentation) to the City. 16.1.6.2 After review and approval, the City shall prepare a memorandum to the Financing Departtnent that the invoice is appropriate to pay. The memorandum shall indicate any costs to be disallowed and the reason for the disallowance. 16.1.6.4 Prior to the approval of the Reimbursement Request, City has the right to verify whether or not the materials and work for which reimbursement is being requested have been installed and performed as represented in the Reimbursement Request_ 16.1.8 Non-reimbursable Costs. Except to the extent that City expressly assumes the risk of loss under this Agreement, City shall exclude tram the amounts payable to D/B the fair value, as determined by City, of property that is destroyed, lost, stolen, or damaged rendering it undeliverable or unusable for City. In addition, D/B is not entitled to reimbursement for any cost or expenditure that has not been approved by the City in the manner required by this Agreement or the City Charter and rules, regulations, or laws promulgated there-under. ARTICLE XVII, INSPECTION 17.1 Insoection Team. The Project shall be inspected by a team composed of, at a minimum, the following: i.) representatives of the City, ii.) representative tram D/B's Design Team, iii.) the Construction Manager, and iv.Representative, (iii) D/B's Consultant(s), and (e) the D/B's construction superintendent [Inspection Team] 17.2 Insvection Sta2es. The Project shall be inspected by the Inspection Team at minimum during the following stages: (i) when required by code, (ii.) as directed by the "Special Inspections" provision, (iii) bi-weekly. 17.3 Access. City, its consultants, subcontractors, independent testing laboratories as well as other governmental agencies with jurisdictional interests will have access at reasonable times with the Project Manager's approval for this observation, inspecting and testing. D/B shall provide them proper and safe conditions for such access and advise them ofD/B's safety procedures and programs so that they may comply. 17.4 Additional Insoections. City will make, or have made, such inspections and tests, as the City deems necessary to see that the Work is being accomplished in accordance with the requirements of the Construction. 17.5 Notice. D/B 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. D/B shall give at least 24 hours notice for on-site inspection and five (5) days notice for off-site inspection. 17.6 Costs of Insoection. Unless otherwise specified, the cost of inspection and testing will be borne by the City. Any expenses associated with re-inspection shall be borne by D/B. 17.7 Concealin2 Work. Prior to concealing work, D/B shall obtain approval of work trom the City and as required by all State Building Codes. City has the right to stop or suspend Work activities which will conceal or cover up D/B Work product which is to be inspected or tested, or which will interfere with the inspection or testing activities, for a reasonable time and D/B will have no right to additional cost or time it may incur as a result of the Work stoppage. 17.8 Defective Work. In the event such inspections or tests reveal non-compliance with the requirements of the Construction Documents or defective work, the provisions and process of Article XXII shall apply. 20 5-30 17.9 Not a Waiver of Obli2ations. Neither observations by the City nor inspections, tests, or approvals by City or others shall relieve DIE from D/B's obligations to perfonn the Work in accordance with the Construction Documents. This approval is general approval only and in no way relieves DIB of its sole responsibilities under this Agreement or any and all laws, codes, permits or regulations. ARTICLE XVIII. PROJECT COMPLETION 18.1 Notice to Citv. When DIE determines that the Project is complete, DIE shall notify the City in writing ofthe Projects status within seven (7) Calendar Days of the DIB's determination. The notice shall certify to City that the Project has been completed in accordance with the Construction Documents, all applicable building codes and regulations, all pennits, licenses, and certificates of inspection, use and occupancy, and ordinances relating to the Project. 18.2 Walk-Throu2h InsDection. A preliminary Walk-Through Inspection shall be conducted by City within ten (10) Working Days following DIB's notice to City of completion ("Walk-Through Inspection"). The Walk- Through Inspection will be conducted by the Inspection Team identified in Article XVII, Section 17.1. 18.2.1 Punch List. A Punch List, if necessary, shall be prepared by City during the Walk-Through Inspection. The Punch List shall be presented to DIB by the RE within three (3) Working Days of the Walk- Through Inspection. DIB shall correct the items listed on the Punch List within thirty (30) Calendar Days of receipt of the punch list and prior to the Final Inspection. 18.2.2 Failure to Identify Items. As to any items not included on the Punch List or later discovered, nothing in this section is intended to limit DIB's obligations under this Agreement and City will maintain all remedies available under this Agreement and the law. 18.3 EQuiDment Demonstration. Prior to final inspection, DIE shall demonstrate to City the operation of each system in the Project, and instruct City personnel in operation, adjustment and maintenance of equipment and systems, using the operation and maintenance data. 18.3.1 Startup. The DIB shall supervise, manage, and coordinate all project startup and testing activities for mechanical systems within the provisions of the project Contract Documents. 18.3.2 Reporting. The DIB shall report progress of project startup and testing to the City in a manner consistent with the City's reporting system. 18.4 Final InsDection. Provided DIB has corrected the Punch List items and notified the City of the correction ("Notice of Correction"), the Final Inspection for the Project shall be scheduled and conducted within ninety (90) Calendar Days of the Notice of Correction. ARTICLE XIX. PROJECT ACCEPTANCE AND FINAL COMPLETION 19.1 Acceptance. Upon approval by the Inspection Team during the Final Inspection that Project improvements are complete and that work required on the Punch List has been finished, City shall accept the Project ("Acceptance"). Upon Acceptance, DIB shall do all of the following: 19.1.1 Notice a/Completion. DIB shall execute and file a Notice of Completion with the County Recorder of San Diego County and shall provide the RE with a conformed copy of the recorded Notice of Completion. 19.1.2 Lien and Material Releases. D/B shall cause all contractors and subcontractors to provide lien and material releases as to the Project and provide copies of such lien and material releases to the City or, upon approval of City which shall not be unreasonably withheld, provide bonds in lieu oflien and material releases in a form reasonably acceptable to City for all such work. 19.2 Final Completion. Final Completion of the Project shall be deemed to occur on the last date of the following events: (i) recordation of the Notice of Completion with a conformed copy to City; (ii) submission of all documents required to be supplied by DIB to City pursuant to this Agreement, including As-Built Drawings, warranties, and operating and maintenance manuals; or issuance of a final certificate of occupancy. 21 5-31 19.2.1 As-Builts. City will evaluate the submitted As-Builts for accuracy and completeness and may return comments. DIE shall meet with City until all issues are resolved. Upon issue resolution, in accordance with disputed work procedures in Section 22.6, DIE shall submit a mylar set and three (3) fmal blueline sets of As-Builts stamped by the architect/engineer of record as required by law. 19.2 No Waiver. DIE's obligation to perform and complete the work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress payment or acceptance of work, nor any payment by City to DIE under the Contract Documents, nor any use or occupancy of the Project or any part thereof by City, nor any act of acceptance by City, nor any failure to do act, nor any review of a shop drawing or sample submittal, will constitute an acceptance of work, which is not in accordance with the Contract Documents. ARTICLE XX. PROJECT DELIVERABLES 20.1 Proiect Deliverables. Prior to Acceptance, DIE shall deliver all of the following to the City in the format required: 20.1.1 As-Builts. DIE shall provide As-Builts in I set of paper and electronic format (pdt) or filed on CD disks. 20.1.1.1 As-Builts shall show by dimension accurate to within one (I) inch, the centerline of each run of conduits and circuits, piping, ducts, and other similar items as determined by City, both concealed and visible. DIE shall clearly identifY the item by accurate note such as "cast iron drain," galvanized water, etc. DIE shall clearly show, by symbol or note, the vertical location of the item ("under slab", "in ceiling", "exposed", etc.), and make all identification sufficiently descriptive that it may be related reliably to the specification. DIE shall thoroughly coordinate all changes on the As-Builts making adequate and proper entries on each page of specifications and each sheet of drawings and other documents where entry is required to properly show the change. 20.1.1.2 D/B shall include all of the following on the As-Builts: 20.I.l.2.IDepth of foundation in relation to finished frrst floor. N/A. 20. 1. 1.2.2Horizontal and vertical locations of underground utilities and appurtenances, with references to permanent surface improvements. Nt A. 20.1.1.2.3Locations of internal utilities and appurtenances, with references to visible and accessible features of the structure. N/ A. 20. 1. 1.2.4Field changes of dimensions and details. N/A. 20.1.1.2.5Changes authorized by approved proposal requests, construction Change Orders, discussion with City that resulted in any change/deviation ITom City's program, specifications, approved plans, equipment or materials. NI A. 20.1.1.2.6Details not issued with original Construction Drawings, designlbuild plans deferred approvals, etc. N/ A. 20.1.1.2.7Upon completion of work, obtain signature oflicensed surveyor or civil engineer on the Project record set verifying layout information. N/A. 20.1.1.2.8Show locations of all utilities on-site with size, and type of pipe, if different than specified, and invert elevations of pipe at major grade and alignment changes. N/A. 20.1.IO.2.9The title "PROJECT RECORD" in 3/8" letters. 20.1.1.3 DIE shall maintain a set of As-Builts at the Project site for reference. DIE shall ensure that changes to the As-BuiIts are made within twenty-four (24) hours after obtaining information. Changes shall be made with erasable colored pencil (not ink or indelible pencil), shall clearly describe the change by note (note in ink, colored pencil or rubber stamp) and by graphic line, 22 5-32 shall indicate the date of entry, shall circle the area or areas affected and, in the event of overlapping changes, use different colors for each change. 20.1.2 Operation and Maintenance Manuals. DIE shall submit all Operation and Maintenance manuals prepared in the following manner: 20.1.2.1 In triplicate, bound in 8\1, x II inch (216 x 279 mm) three-ring size binders with durable plastic covers prior to City's Final Inspection. 20.1.2.2 A separate volume for each system, including but not limited to, mechanical, electrical, plumbing, roofing, irrigation, and any other system as determined by City, with a table of contents and index tabs in each volume as follows: 20.1.2.2.IPart I: Directory, listing names, addresses, and telephone numbers of DIE's agents, suppliers, manufacturers, and installers. 20.1.2.2.2Part 2: Operation and Maintenance Instructions, arranged by specification division or system. For each specification division or system, provide names, addresses and telephone numbers ofD/B's agents, suppliers, manufacturers, and installers. In addition, list the following: (i) appropriate design criteria; (ii) list of equipment; (iii) parts list; (iv) operating instructions;(v) maintenance instructions, equipment; (vi) maintenance instructions, finishes; (vii) shop drawings and product data; and (viii) warranties. 20.2 Ownership of Proiect Deliverables. Upon Final Completion or Termination, Project Deliverables shall become the property of the City. DIE and City mutually agree that the Contract documents for the Project shall not be used on any other work without the consent of each Party. Assemble and deliver to City upon Final Completion all records, documents, warranties, bonds, guarantees, maintenance! service contracts, and maintenance and operating manuals ARTICLE XXI. WARRANTIES 21.1 Warranties Reauired. DIE shall provide and require its agents to provide the warranties listed below. This warranty requirement is not intended to exclude, and shall not exclude, other implicit or explicit warranties or guarantees required or implied by law. 21.1.1 Materials and Workmanship. DIE shall guarantee, and shall require its agents to guarantee, all work on the Project against defective workmanship and materials furnished by D!B for a period of two (2) years from the date of Project's Final Completion. DIE shall replace or repair any such defective work in a manner satisfactory to City, after notice to do so from City, and within the time specified in the notice. 21.1.2 New Materials and Equipment. DIE shall warrant and guarantee, and shall require its agents to warrant and guarantee, to City that all materials and equipment incorporated into the Project are new unless otherwise specified. 21.1.3 Design, Construction, and Other Defects. DIE shall warrant and guarantee, and shall require its agents to warrant and guarantee to City that all work is in accordance with the Plans and Specifications and is not defective in any way in design, construction or otherwise. 21.2 Form and Content. Except manufacturer's standard printed warranties, all warranties shall be on DIE's and DIE's agent's, material supplier's, installer's or manufacturer's own letterhead, addressed to City. All warranties shall be submitted in the format specified in this section, modified as approved by City to suit the conditions pertaining to the warranty. 21.2.1 Durable Binder. Obtain warranties, executed in triplicate by DIE, DIE's agents, installers, and manufacturers. Provide Table of Contents and assemble in binder with durable plastic cover. 21.2.2 Table of Contents. All warranties shall be listed and typewritten in the sequence of the Table of Contents of the Project manual, with each item identified with the number and title of the specification section in which specified, and the name of product or work item. 21.2.3 Index Tabs. Separate each warranty with index tab sheets keyed to the Table of Contents listing. 23 5-33 21.2.4 Detail. Provide full information, using separate typewritten sheets, as necessary. List DIE's agents, installer, and manufacturer, with name, address and telephone number of responsible principal. 21.2.5 Warranty Start Date. Except for items put into use with DIE's permission with date mutually agreed upon in writing, leave date of beginning of time of warranty open until the date ofFinal Completion. 21.2.6 Signature and Notarization. All warranties shall be signed and notarized. Signatures shall be required ITom D/B's construction contractor and where appropriate, the responsible subcontractor. 21.3 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 Final Completion. 21.3.1 Plants. Trees, and Shrubs. Not withstanding above, all shrubs and ground cover shall have a ninety (90) Calendar Day warranty period and trees shall have a one (1) year warranty period. All plant warranties shall commence from the date of Final Completion. N/A. 21.4 Meetim!s. During the two (2) year warranty period described in Section 21.3, DIE shall meet, and shall require its design Consultant, construction contractor, and key subcontractors to meet, with the City representatives, on a monthly basis, if requested by City. This meeting shall be held to discuss and resolve any problems that City discovers in design, construction, or furnishing, fixtures, and equipment of the Project during the two (2) year warranty period. NI A. 21.5 Warranty InsDection. At 180 and 360 days following Final Completion, during the one-year general building warranty period, DIE shall inspect each component of the Project, identify items requiring repair, and oversee and complete such repairs. Findings of such inspections shall be reported to the City. N/A. ARTICLE XXII. DEFECTIVE WORK 22.1 Correction. Removal. or Reolacement. If within the designated warranty period, or such additional period as may be required by law or regulation, the Project is discovered to contain Defective Work, the DIE shall promptly and in accordance with the City's written instructions and within the reasonable time limits stated therein, either correct the Defective Work, or if it has been rejected by City, remove it from the site and replace it with non-defective and conforming work. 22.2 Citv's Ri~ht to Correct. If circumstances warrant, including but not limited to an emergency or DIE's failure to adhere to section 22.1, City may correct, remove, or replace the Defective Work. In such circumstances, D/B shall not recover costs associated with the Defective Work and shall reimburse the City for all City's costs, whether direct or indirect, associated with the correction or removal and replacement. 22.3 Non-Reimbursable Costs. All costs incurred by DIE or DIE's agents to remedy defects are non-reimbursable costs. If the City has already reimbursed the DIE for the defective work, City is entitled to an appropriate decrease in Reimbursable Costs, to withhold a setoff against the amount, or to make a claim against D/B's bond if D/B has been paid in full. 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) years from the date of the satisfactory completion of the correction, removal, or replacement. 22.5 No Limitation on other Remedies. Exercise of the remedies for defects pursuant to this Article shall not limit the remedies City may pursue under this Agreement or law. 22.6 DisDutes. If DIE and City are unable to reach agreement on disputed work, City may direct DIE to proceed with the work and compensate DIE 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 30.17 shall be followed. DIE shaH maintain and keep all records relating to disputed work for a period of three (3) years in accordance with Article XXVIII. 24 5-34 ARTICLE XXIII. MAINTENANCE OF LANDSCAPING & IRRIGATION WORK 23.1 Maintenance Period. [fDIE is required to install or maintain landscaping and/or irrigation, DIE shall provide a maintenance period which shall begin on the fIrst day after all landscape and irrigation work on the Project is complete, checked, approved by City, and City has given written approval to begin the maintenance period, and shall continue thereafter for ninety (90) Calendar Days or until Project Acceptance, whichever is longer. N/A. 23.2 Maintenance Area. DIE or DIE's Contractor shall maintain all involved areas of the Project. N/A. 23.3 Maintenance ReQnired. DIE or DIE's Contractor shall conduct regular planting maintenance operations inunediately after each plant is planted. Plants shall be kept in a healthy, growing condition and in a visually pleasing appearance by watering, pruning, mowing, rolling, trimming, edging, fertilizing, restaking, pest and disease controlling, spraying, weeding, cleaning up and any other necessary operation of maintenance. Landscape areas shall be kept ftee of weeds, noxious grass and all other undesired vegetative growth and debris. DIE or DIE's Contractor shall replace all plants found to be dead or in an impaired condition within fourteen (14) days. Maintenance shall also include the following: (i) Filling and replanting of any low areas which may cause standing water; (ii) Adjusting of sprinkler head height and watering pattern; (iii) Filling and recompaction of eroded areas; (iv) Weekly removal of trash, litter, clippings and foreign debris; (v) Inspecting plants at least twice per week; (vi) Protecting all planting areas against traffIc or other potential causes of damage. NI A. 23.4 Landsc30e and Irri!!ation InsDection. At the conclusion of the maintenance period, City shall inspect the landscaping and irrigation to determine the acceptability of the work, including maintenance. This inspection shall be scheduled with two (2) weeks notice, a minimum of ninety (90) Calendar Days after the plant maintenance period commencement, or when the DIB or DIB's contractor notifies the City that they are ready for the fmal inspection, whichever comes last. The City will notifY DIE of all defIciencies revealed by the inspection before acceptance. NI A. 23.5 Extension o[Maintenance Period. D/B shall extend completion of the maintenance period when, in City's opinion, improper maintenance and/or possible poor or unhealthy condition of planted material is evident at the termination of the scheduled maintenance period. DIE shall be responsible for additional maintenance of the work until all of the work is completed and acceptable. Additional costs for failure to maintain landscaping during the Maintenance Period are not Reimbursable Costs. NI A. 23.6 ReDlacement. Plants found to be dead or not in a vigorous condition, or if root balls have been damaged, within the installation, maintenance and guarantee periods, shall be replaced within fourteen (14) Working Days of notifIcation by City. DIE shall include, at DIE's or DIE's Contractor's expense, a timely written diagnosis of plant health by a certifIed Arborist, should a dispute arise. Arborist's report shall indicate reason for lack of vigor, potential remedies, if any, and estimate of time required to regain vigor and specified size. N/A. 23.6.1 Same Kind and Size. Plants used for replacement shall be same kind and size as specifIed and shall be furnished, planted and fertilized as originally specifIed. Cost of all repair work to existing improvements damaged during replacements shall be borne by DIE and shall not be Reimbursable Costs. N/A. ARTICLE XXIV. BONDS 24.1 Payment Bond. DIE shall provide or require its Construction Contractor to provide City with a Payment (material and labor) Bond in favor of City for one hundred percent (100%) of the Hard Construction Costs. 24.2 Performance Bond. DIE shall provide or require its Construction Contractor to provide City with a Faithful Performance Bond in favor of the City for one hundred percent (100%) of the GMP. 24.3 Term. The Payment Bond shall remain in full force and effect at least until the Project is accepted by the City and all claims for materials and labor are paid, for a minimum of forty-fIve (45) Calendar Days after the fIling of the Notice of Completion, except as otherwise provided by law or regulation. The Performance Bond shall remain in full force for thirty (30) Calendar Days following the fIling date of the Notice of Completion and 25 5-35 Acceptance, at which time it will convert to a ten percent (I 0%) warranty bond, which shall remain in place until the end of all warranty periods set forth in this Agreement. 24.4 Certificate of A!!encv. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act 24.5 Licensin!! and Ratin!!. The bonds shall be duly executed by responsible surety companies admitted to do business in the State of California, licensed or authorized in the jurisdiction in which the project is located to issue bonds for the limits required by this agreement, listed as approved by the United States Department of Treasury Circular 570, and whose underwriting limitation is sufficient to issue bonds in the amount required by this agreement and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations, secured through an authorized agent with an office in California, and have a minimum AM Best rating of"A-". 24.6 Form. All bonds shall be in the form prescribed by City Attorney. 24.6 Insolvencv or Bankruntcv. If the surety on any bond furnished by the Construction Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located, D/B shall within seven (7) Calendar Days thereafter substitute or require the substitution of another bond and surety, acceptable to the City. ARTICLE XXV. INDEMNITY & DUTY TO DEFEND 25.1 Indemnitv Defense and Hold Harmless - General Reauirement. Except for liability for Professional Services covered under Section 25.2, D/B shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct ofDIB, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined Services or this Agreement This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the DIB, its employees, agents or officers, or any third party. 25.2 Professional Services. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers) ("Design Professionals"), Design Professionals shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and hannless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Design Professional, its officials, officers, employees, agents, DlBs, and contractors arising out of or in connection with the performance of the Design Professional's Services. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Design Professional, its employees, agents or officers, or any third party. The Design Professional's duty to indemnify, protect and hold hannless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Design Professional's obligation and duties under this Agreement 253 Indemnification for Liens and Ston Notices. The D/B shall keep the Project and Property free of any mechanic's liens and immediately secure the release of any stop notices. The D/B shall defend, indemnify, protect, and hold harmless, the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorney fees, arising from or attributable to a failure to pay claimants. D/B shall be responsible for payment of all persons entitled to assert liens and stop notices. 25.4 Indemnification for Hazardons Materials. D/B agrees to defend, indemnify, and hold harmless, the City, its agents, officers and employees from and against any and all costs, damages, claims, and liabilities, including 26 5-36 reasonable attorney fees, foreseeable or unforeseeable, directly or indirectly, arising from or related to the Hazardous Materials identified in the Phase I or Phase II Reports, if any, conducted pursuant to Article V. D/B's indemnity shall survive the close of escrow. Seller expressly preserves its rights against other parties and does not release, or waive its rights to contribution against, any other party. 25.5 Costs of Defense and Award. Included in the obligations in Sections 25.1 through 25.4, above, is the DIE's obligation to defend, at DIE's own cost, expense and risk, any and all aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers. DIE shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expense and cost incurred by each of them in connection therewith. 25.6 Insurance Proceeds. D/B's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. 25.7 Enforcement Costs. DIE agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in this Article XXV. 25.8 Survival. Consultant's obligations under this Article XXV shall survive the tennination of this Agreement. ARTICLE XXVI. INSURANCE 26.1 General. DIE shall not begin work under this Agreement until it has: (i) obtained, and upon the City's request provided to the City, insurance certificates reflecting evidence of all insurance required in section 26.2; (ii) obtained City approval of each company or companies; and (iii) confinned that all policies contain the specific provisions required by section 26.4. 26.2 Tvnes of Insurance. At all times during the tenn of this Agreement, DIE shall maintain insurance coverage as follows: 26.2.1 Commercial General Liability. Contractor shall provide at its expense a policy or policies of Commercial General Liability [CGL] Insurance written on an ISO Occurrence fonn CG 00 01 0798 or an equivalent fonn providing coverage at least as broad and which shall cover liability arising from premises and operations, XCV (explosions, underground, and collapse) independent contractors, products/completed operations, personal injury and advertising injury, bodily injury, property damage, and liability assumed under an insured's contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the CGL Insurance limiting the scope of coverage for either "insured VS. insured" claims or contractual liability . Contractor shall maintain the same or equivalent CGL Insurance as described herein for at least ten (10) years following substantial completion of the work. All costs of defense shall be outside the policy limits. The Policy shall provide for coverage in amounts not less than one million dollars ($1,000,000) per occurrence for Bodily Injury, Personal Injury, or Property Damage. If Commercial General Liability Insurance or other fonn with a general aggregate limit shall apply separately to this projecVlocation, the general aggregate limit shall be twice the required occurrence limit. Can be reduced to I Mil IF DB provides Excess Liability minimum limit I Mil. JYG 12 17 09. 26.2.2 Commercial Automobile Liability. For all of DIE's automobiles used in conjunction with the Project including owned, hired and non-owned automobiles, DIE shall keep in full force and effect, a policy or policies of Commercial Automobile Liability Insurance written on an ISO fonn CA 00 0112 90 or a later version of this form or equivalent form providing coverage at least as broad in the amount of one million dollars ($1,000,000) combined single limit per occurrence, covering bodily injury and property damage for owned, non-owned and hired automobiles ["Any Auto"]. All costs of defense shall be outside the policy. 26.2.3 Architects and Engineers Professional Liability. For all of DIE's employees who are subject to this Agreement, DIE shall keep in full force and effect, or D/B shall require that its architecVengineer(s) of record keep in full force and effect errors and omissions insurance providing coverage for professional liability with a combined single limit of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) annual aggregate. DIE shall ensure both that (i) this policy retroactive date is on or before the date of commencement of the Project; and (ii) this policy has a reporting period of three 27 5-37 (3) years after the date of completion or termination of this Agreement. DIE agrees that for the time period defmed above, there will be no changes or endorsements to the policy that increases the City's exposure to loss. N/ A 26.2.4 Excess Liability. DIE shall provide Excess Liability Insurance affording two million dollars ($2,000,000) in excess of General Liability and Employer's Liability limits afforded on primary policies. The coverage will be subject to the same terms, conditions, and exclusions found in the primary policies. 26.2.4 Can be eliminated IF COL Limit is provided at 2 Mil. JYO 12 1709. 26.2.5 Contractors Pollution Liability. If the DIE or its Contractors' Work includes cleanup, removal, storage, or otherwise handling of hazardous or toxic chemicals, materials, substances, or any other pollutants, Contractor shall provide at their expense Contractors Pollution Liability Insurance appropriate to cover such activities in an amount not less than $3,000,000 Combined Single Limit per occurrence/aggregate for bodily injury, property damage and remediation. OK to accept 1 Mil. JYO 121709. 26.2.5.1 Claims made policies will include a five (5) year Extended Claims Discovery Period applicable to this Agreement, if reasonably available. N/ A 26.2.5.2 The policy for this insurance shall include Contractual Liability coverage. Such policy shall be endorsed to specifically provide for Work performed under the Agreement. N/ A 26.2.5.3 The DIE or its Contractors of any tier shall furnish to the City a policy or Certificate of Contractors Pollution Liability Insurance in which the City, its elected and appointed officers, employees, and agents, and the DIE are named as additional insureds. The policy or Certificate must plainly designate the name of the Project, name of the Disposal- Site, and the permits secured for its disposal. This Certificate must be furnished to the City, evidencing compliance with the outlined requirements, prior to the DIE or Contractor beginning their Work on the Project. Any failure to furnish this policy or Certificate of Insurance shall not relieve the DIB or Contractor from their obligations under this Section. N/A. 26.2.6 Hazardous Transporters Pollution Liability. If the DlB's or its contractors' Work includes transportation of hazardous or toxic chemicals, materials, substances or any other pollutants the DIE or its Contractor of any tier shall provide, at their expense, Transporters Pollution Liability Insurance in an amount not less than $3,000,000 Combined Single Limit per occurrence/Aggregate for bodily injury, property damage and remediation. N/A 26.2.6.1 Claims Made policies will include a five (5) year Extended Claims Discovery Period applicable to this Agreement, if reasonably available. N/A 26.2.6.2 Such policy shall be endorsed to specifically provide coverage for Work performed under this Agreement. The DIE or its contractors of any tier shall furnish the City with a policy or Certificate of Hazardous Transporters Pollution Liability Insurance in which the City, its elected and appointed officers and employees, and agents, the DIE, and any upper tiered contractor are named additional insureds. N/ A 26.2.6.3 The policy or Certificate must plainly designate the name of the Project, name of the Disposal Site, and the permits secured for its disposal. This Certificate must be furnished to the City, evidencing compliance with the outlined requirements, prior to the D/B or Contractor beginning their Work on the Project. Any failure to furnish this policy or Certificate of Insurance shall not relieve the DIE or Contractor !Tom their obligations under this Section. N/ A 26.2.7 Worker's Compensation. For all of DIE's employees who are subject to this Agreement and to the extent required by the State of Cali fomi a, DIE shall keep in full force and effect, a Workers' Compensation Insurance and Employers' Liability Insurance to protect DIE against all claims under applicable state workers' compensation laws. The City, its elected officials, and employees will not be responsible for any claims in law or equity occasioned by the failure of the DIE to comply with the requirements of this section. That policy shall provide at least the statutory minimums of one million ($1,000,000) for Bodily Injury by Accident for each accident, one million dollars ($1,000,000) for 28 5-38 Bodily Injury by Disease each employee, and a one million dollars ($1,000,000) for Bodily Injury by Disease policy limit. 26.2.7.1 Prior to the execution of the Agreement by the City, the DIE shall file the following signed certification: "I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation or to undertake self- insurance, in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Contract." 26.2.8 Builder's Risk. To the extent commercially available the City shall provide a policy of "all risk" Builders Risk Insurance. Coverage will be provided for the Replacement Cost of Materials, Equipment and Fixtures destined to become a permanent part of the structure, and coverage will include Property in Transit and Property in Offsite Storage. The limit for this policy shall be a minimum of $ 135,000.00 (GMP dollar amount to reflect project soft and hard costs). It shall be DIE's responsibility to bear the expense of any deductible ($10,000.00). The Builders Risk coverage shall expire at the time such insured property is occupied by City, or a Notice of Completion is filed, whichever occurs first. Contractor and its Subcontractors will be solely responsible for any loss or damage to their personal property, including contractor's tools and equipment owned, used, leased or rented by the Contractor or Subcontractor. 26.3 Ratin2 Reauirements. Except for State Compensation Insurance Fund, all insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that have been given at least an "A" or "A-" and "V" rating by AM BEST, that are authorized by the California Insurance Commissioner to do business in the State of California, and that have been approved by the City. 26.3.1 Non-Admitted Carriers. The City will accept insurance provided by non-admitted, "surplus lines" carriers only if the carrier is authorized to do business in the State of California and is included on the List of Eligible Surplus Lines Insurers [LESLI list] with a current AM BEST rating of no less than A:X. 26.4 Endorsements Reauired. Each policy required under Article XXVI, section 26.2 of this Agreement shall expressly provide, and an endorsement shall be submitted to the City, that: 26.4.1 Additional Insureds. Except as to Architects and/or Engineers professional liability insurance and Workers Compensation, the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives shall be named as additional insureds. 26.4.1.1 Commercial General Liability. The policy or policies must be endorsed to include as an Additional Insured the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives. Liability Additional Insured Endorsement must be provided on ISO form CG 20 I 0 (1 1/85) or equivalent, specifically, coverage afforded City must be Primary and must not exclude Completed Operations. The coverage for Projects for which the Engineer's Estimate is one million dollars ($1,000,000) or more shaH include liability arising out of: (i) Ongoing operations performed DIB or on DIE's behalf, (ii) DIE's products, (iii) DIE's work, including but not limited to completed operations performed by DIE or on DIE's behalf, or (iv) premises owned, leased, controlled, or used by DIE; the coverage for Projects for which the Engineer's Estimate is less than one million dollars ($1,000,000) shall include liability arising out of: (i) Ongoing operations performed by DIE or on DIE's behalf, (ii) DIE's products, work, including but not limited to completed operations performed by DIE or on DIE's behalf, or (iii) premises owned, leased, controlled, or used by you; Except that in connection with, collateral to, or affecting any construction contract to which the provisions of subdivision (b) of Section 2782 of the California Civil Code apply, these endorsements shall not provide any duty of indemnity coverage for the active negligence of the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives in any case where an agreement to indeIIJllify the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives would be invalid under subdivision (b) of Section 2782 of the California Civil Code. In any case where a claim or loss encompasses the negligence of the Insured and 29 5-39 the active negligence of the City of City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives that is not covered because of California Insurance Code Section 11580.04, the insurer's obligation to the City of San Chula Vista and its respective elected officials, officers, employees, agents, and representatives shall be limited to obligations pennitted by California Insurance Code Section 11580.04. 26.4.1.1 Commercial Automobile Liability Insurance. Unless the policy or policies of Commercial Auto Liability Insurance are written on an ISO fonn CA 0001 1290 or a later version of this form or equivalent form providing coverage at least as broad, the policy or policies must be endorsed to include as an Additional Insured the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives, with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf ofthe Contractor; Except that in connection with, collateral to, or affecting any construction contract to which the provisions of subdivision (b) of Section 2782 of the California Civil Code apply, this endorsement shall not provide any duty of indemnity coverage for the active negligence of the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives in any case where an agreement to indemnifY the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives would be invalid under subdivision (b) of Section 2782 of the California Civil Code. In any case where a claim or loss encompasses the negligence of the Insured and the active negligence of the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives that is not covered because of California Insurance Code Section 11580.04, the insurer's obligation to the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives shall be limited to obligations pennitted by California Insurance Code Section 11580.04. 26.4.2 Primary and Non-Contributory. The policies are primary and non-contributing to any insurance or self-insurance that may be carried by the City of Chula Vista, its elected officials, officers, employees, agents, and representatives with respect to operations, including the completed operations if appropriate, of the Named Insured. Any insurance maintained by the City of Chula Vista and its elected officials, officers, employees, agents, and representatives shall be in excess ofDIB's insurance and shall not contribute to it. 26.4.3 Waiver a/Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the tenn required by this Agreement. 26.4.4 Project General Aggregate Limit. The CGL policy or policies must be endorsed to provide a Designated Construction Project General Aggregate Limit that will apply only to the Work perfonned under this Agreement. Claims payments not arising ITom the Work shall not reduce the Designated Construction Project General Aggregate Limit. The Designated Construction Project General Aggregate Limit shall be in addition to the aggregate limit provided for the products-completed operations hazard. 26.4.5 Written Notice. Except as provided for under California law, the policies cannot be canceled, non- renewed or materially changed except after thirty (30) Calendar Days prior written notice by DIB to the City by certified mail, as reflected in an endorsement which shall be submitted to the City, except for non-payment of premium, in which case ten (10) Calendar Days notice shall be provided. 25.4.3.1 The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" shall be deleted ITom all certificates. 26.4.6 Additional Insurance. DIB may obtain additional insurance not required by this Agreement. 26.4.7 Prior to Starting Work Before perfonning any work, DIB shall provide the City with all Certificates ofInsurance accompanied by all endorsements. 26.5 Subcontractors. All coverages for subcontractors or subconsultants shall be subject to all of the requirements stated herein. Subcontractors and Subconsultants shall be protected against risk of loss by maintaining 30 5-40 insurance in the categories and at the limits required herein. Subcontractors and Subconsultants shall name City and DIB as additional insureds under its policies. 26.6 Obli!!ation to Provide Documents. The D/B shall provide copies of documents including but not limited to certificates of insurance and endorsements, and shall furnish renewal documentation prior to expiration of insurance. Each required document shall be signed by the insurer or a person authorized by the insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all insurance policies required herein. 26.6.1 Cooperation. The D/B and its Contractors shall cooperate fully with and provide any infonnation or records requested by the City or regarding all aspects of the insurance and project, including but not limited to claims, audit, payroll, insurance records and safety. Delays in reporting infonnation to the City may result in delays in progress payments to the D/B. 26.7 Deductibles/SelfInsured Retentions. All deductibles and self-insurance retentions on any policy shall be the responsibility ofD/B. Deductibles and self-insurance retentions shall be disclosed to and approved by the City at the time the evidence of insurance is provided. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the D/B shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 26.8 Policv Chan!!es. D/B shall not modifY any policy or endorsement thereto which increases the City's exposure to loss for the duration of this Agreement. 26.9 Reservation of Ri!!hts. The City reserves the right, from time to time, to review the Contractor's insurance coverage, limits, deductible and self-insured retentions to detennine if they are acceptable to the City. The City will reimburse the Contractor for the cost of the additional premium for any coverage requested by the City in excess of that required by this Agreement without overhead, profit, or any other markup. 26.10 Not a Limitation of Other Obli!!ations. Insurance provisions under this section shall not be construed to limit the D/B's obligations under this Agreement, including Indemnity. 26.11 Material Breach. Failure to maintain, renew, or provide evidence of renewal during the tenn of this Agreement may be treated by the City as a material breach of contract. ARTICLE XXVII. TERMINATION/SUSPENSION OF WORK 27.1 SusDension of Work for Archaeolo!!ical and/or Paleontolo!!ical Discoveries. Ifa discovery is made of an archaeological or paleontological interest, D/B shall immediately cease operations in the area of the discovery and shall not continue until ordered by City. When resumed, operations within the area of the discovery shall be as directed by City. 27.1.1 Discoveries which may be encountered may include, but are not be limited to, dwelling sites, stone implements or other artifacts, animal bones, human bones, fossils or any item with cultural significance. 27.1.2 D/B shall be entitled to an extension of time and compensation in accordance with the provisions of this Agreement. 27.2 Termination of A!!reement bv Citv for Canse. If, through any cause, D/B shall fail to fulfill in a timely and proper manner D/B's obligations under this Agreement, or ifD/B shall violate any of the covenants, conditions, agreements or stipulations of this Agreement, City shall have the right to tenninate this Agreement by giving written notice to D/B of such tennination and specifYing the effective date thereof at least five (5) Calendar Days before the effective date of such tennination. 27.3 Termination or SusDension for Convenience bv Citv. City may terminate or suspend this Agreement at any time and for any reason, by giving specific written notice to D/B of such tennination or suspension and specifYing the effective date thereof, at least seven (7) Calendar Days before the effective date of such suspension or termination. In the event of an emergency, advance notice shall not be required under this provision. 31 5-41 27.4 Termination of A2reement bv DIB. DIE may terminate the Agreement upon ten (10) days written notice to City, whenever either of the fcHawing occur: 27.4.1 Project Suspension. If the Project has been suspended under the provisions of Section 27.1 or 27.3, for more than ninety (90) consecutive days through no fault or negligence of DIE, and notice to resume Wark or to terminate the Agreement has not been received from City within this time period; or, 27.4.2 Failure to Pay Amounts Due and Not in Dispute. If City fails to pay DIE any monies due and not in dispute in accordance with the terms of this Agreement within ninety (90) Calendar Days, plus the ten (10) Calendar Days afforded the City to remedy the failure, after presentation to City by DIE of a request therefore. 27.5 DIB Action Reauired. Upon receipt of the Notice of Termination, DIE shall take any and all action that may be necessary, or that the City Manager may direct, for the protection and preservation of/he property related to this Agreement that is in the possession of DIE 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 27.2 through 27.4, all finished or unfmished documents, data, studies, drawings, maps, plans, specifications, reports and other materials prepared by DIB, or any of its agents, Design Consultants or Subcontractors, shall, at the option of the City, become the sole and exclusive property of/he City. 27.7 Citv Rli,ht to Comolete Proiect. In the event that the Agreement is terminated pursuant to this Article XXVII, City may take possession of the Project and may complete the Project by whatever method or means City may select. 27.7.1 Excess Costs. In the event that the costs to complete the Project exceed the balance of funds, which had the Project been completed in accordance with this Agreement would have been due, the DIE shall be liable for and pay such excess costs to the City. 27.8 Payment to D/B Due to Termination. Upon termination, D/B shall be entitled to receive just and equitable compensation for satisfactory Work completed. In no event shall such amount exceed the total dollar amount authorized by City, reduced by the amount of payments previously made and any deductions permitted herein. The fair and reasonable amount shall be detennined in good faith by City considering the following: 27.8.1 The price for completed services accepted, including any retention, by City not previously paid. 27 .8.2 The costs incurred in the performance of the Project terminated, including initial costs and preparatory expense allocable thereto. These costs are only for Work completed and accepted by the City based on an audit of all Contractors' bills of materials and the timecards for Work actually performed. 27.8.3 A portion of the DIE Fixed Fee (overhead and profit) based on the percentage of Work completed on the Project; however, if DIE would have sustained a loss on the entire Agreement had it been completed, City shall allow no profit under this section and shall reduce the amount payable to reflect the indicated rate of loss. 27.8.4 DIE and Design Subcontractor services through the date of termination based on actual tirae spent as documented on tiraecards. Expenses shall be paid based on invoice and receipts provided by DIE. 27.8.5 Any amounts for Work or Services agreed to by the City Manager and DIE, but without duplication of any amounts agreed to above. 27.8.6 Reasonable demobilization costs, to the effective date of such tennination. 27.8.7 If termination occurs during Phase I, II, or III, DIE shall only be entitled to the Fees for Phases I, II, or III, associated therewith, or the respective portion thereof 27.9 Lost Profits. Under no circumstances will DIE be entitled to any consideration for lost profit or lost opportunity costs. 27.10Deductions. The amount due DIE shall be reduced by amounts including the following: 27.10.1 Any claira that City has against DIE under this Agreement. 32 5-42 27.10.2 The agreed price for, or the proceeds of sale of, materials, supplies, or other tIlings acquired by DIB or sold under the provisions of this clause and not recovered by or credited to City. 27.10.3 Damages caused by DIB's breach, including Excess Costs pursuant to Section 27.7.1. 27.10.4 Property Destroyed, Lost, Stolen or Damaged. Except to the extent that City expressly assumed the risk of loss, the City Manager shall exclude rrom the amounts payable to DIB, the fair value, as determined by the City Manager, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to City. 27.11DisDutes. IfDIB does not agree that the amount determined by the City Manager is fair and reasonable. DIB shall within thirty (30) Calendar Days of receipt of payment, shall gives notice of such disagreement to City. The dispute shall be resolved in the manner provide for in Section 22.6. 27.12 Waiver of Claims. In the event of termination under this Article XXVII, failure ofDIB to dispute amounts paid in the manner and within the timerrame provided in Section 27 .11 shall act as a waiver of any and all claims for damages or compensation arising under this Agreement for any and all Wark and Services performed under this Agreement up to the effective date of Notice of Termination. DIB hereby expressly acknowledges and agrees that such claims shall be waived as herein provided. 27.13Ri2hts of City Preserved. In the event that the Agreement has been terminated, the termination shall not affect any rights or remedies of City against DIB then existing or which may thereafter accrue. Any retention or payment of moneys due DIB by City will not release DIB from liability. It is agreed that terrrllnation hereafter will not in any way release, waiver, or abridge any rights the City has against D/B' s performance bond surety. ARTICLE XXVIII. RECORDS AND AUDITS 28.1 Record System - Reim burseable Costs. DfB shall develop and maintain an accurate system for tracking all Reimbursable Costs. Utilizing this system, DIB shall include with each month payment application an itemization of all such Reimbursable Costs actually incurred by DIB, during the previous month. If requested by the City, DIB shall provide all backup documentation supporting such Reimbursable Costs. 28.2 Record Svstem - Hard Construction Costs. DIB shall develop and maintain an accurate system for tracking all Hard Construction Costs it incurs on the Project. Utilizing this system, DIB shall include with each monthly application for payment an itemization of all Hard Construction Costs actually incurred by DIB during the previous month. 28.3 Retention of Records. DIB, contractors, and subcontractors shall maintain data and records related to this Agreement for a period of not less than three (3) years following receipt of final payment under this Agreement or three (3) years following final settlement associated with the termination of this Agreement pursuant to Article XXVII, above. 28.4 Audit of Records. At any time during normal business hours, during the term of the contract plus and record retention period and as often as the City deems necessary, DIB and any or all Contractors or subcontractors shall make available to the City for examination at reasonable locations within the City/County of San Diego all of the data and records with respect to all matters covered by this Agreement. DIB and all contractors or subcontractors will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and other data and media relating to all matters covered by this Agreement. Ifrecords are not made available within the City/County of San Diego, then DIB shall pay all the City's travel related costs to audit the records associated with this Agreement at the location where the records are maintained. Such costs will not be Reimbursable Costs. 28.4.1 Costs. DIB and DIB's agents shall allow City to audit and examine books, records, documents, and any and all evidence and accounting procedures and practices that City determines are necessary to discover and verifY all costs of whatever nature, which are claimed to have been incurred, anticipated to be incurred, or for which a claim for additional compensation or for Extra Work have been submitted under this Agreement. 33 5-43 ARTICLE XXIX. NOTICES 29.1 Writin2. Any demand upon or notice required or permitted to be given by one Party to the other Party shall be in writing. 29.2 Effective Date. Except in relation to Change Orders as provided for in section 29.4 or as otherwise provided by law, any demand upon or notice required or permitted to be given by one Party to the other Party shall be effective: (i) on personal delivery, (ii) on the second business day after mailing by certified or registered U.S. Mail, return receipt requested, (iii) on the succeeding business day after mailing by Express Mail or after deposit with a private delivery service of general use (e.g., Federal Express) postage or fee prepaid as appropriate, or (iv) upon successful transmission of facsimile. 29.3 Recioients. Except in relation to Change Orders, all demands or notices required or permitted to be given shall be sent to all of the following: 29.3.1 David Beckman, Beckman Electric & Supply 29.3.2 City ofChula Vista ~ Gordon Day, Project Manager 29.3.3 (Reserved) 29.4 Recioients of Chao!!e Orders. 29.4.1 David Beckman, Beckman Electric & Supply 29.4.2 29.4.3 29.5 Chan2e of Address!es). Notice of change of address shall be given in the manner set forth in this Article. ARTICLE XXX. MISCELLANEOUS PROVISIONS 30.1 Headi02s. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 30.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number. 30.3 Reference to Para2raphs. Each reference in this Agreement to a section refers, unless otherwise stated. to a section in this Agreement. 30.4 Incorooration of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 30.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the City or the Consultant. shall be deemed to be both covenants and conditions. 30.6 InteHation. This Agreement and the Exhibits and references incorporated into this Agreement fully express all understandings of the Parties concerning the matters covered in this Agreement. No change, alteration, or modification of the terms or conditions of this Agreement, and no verbal understanding of the Parties, their officers, agents, or employees shall be valid unless made in the form of a written change agreed to in writing by both Parties or an amendment to this Agreement agreed to by both Parties. All prior negotiations and agreements are merged into this Agreement. 30.7 Severabilitv. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any a other provision of this Agreement unenforceable, invalid, or illegal. 30.8 Draftin!! Ambi2uities. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether 34 5-44 or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement. 30.9 Conflicts Between Terms. If an apparent conflict or inconsistency exists between the main body of this Agreement and the Exhibits, the main body of this Agreement shall control. Ifa conflict exists between an applicable federal, state, or local law, rule, regulation, order, or code and this Agreement, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of this Agreement, the Exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement. 30.10 Promot Performance. Time is of the essence of each covenant and condition set forth in this Agreement. 30.11 Good Faith Performance. The parties shall cooperate with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 30.12 Further Assurances. City and D/B each agree to execute and deliver such additional documents as may be required to effectuate the purposes of this Agreement. 30.13 Exhihits. Each of the following Exhibits is attached hereto and incorporated herein by this reference: Exhibit A List of sites and proposed schedule of values Exhibit B Contract Terms and Requirements as specified in the RFP. All Federal Stimulus Plan Requirements 30.14 Comoliance with Controllin!! Law. The Consultant shall comply with all laws, ordinances, regulations, and policies of the federal, state, and local governments applicable to this Agreement, including California Labor Code section 1720 as amended in 2000 relating to the payment of prevailing wages during the design and preconstruction phases of a project, including inspection and land surveying work. In addition, the Consultant shall comply immediately with all directives issued by the City or its authorized representatives under authority of any laws, statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and control the terms and conditions of this Agreement. 30.15 Jurisdiction. Venue. and Attornev Fees. The venue for any suit or proceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shall be in the County of San Diego, State of California. The prevailing Party in any such suit or proceeding shall be entitled to a reasonable award of attorney fees in addition to any other award made in such suit or proceeding. 30.16 Municioal Powers. Nothing contained in this Agreement shall be construed as a limitation upon the powers of the City as a chartered city of the State of California. 30.17 Administrative Claims Reauirements and Procedures. No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 30.18 Third Partv Relationshios. Nothing in this Agreement shall create a contractual relationship between City and any third party; however, the Parties understand and agree that City, to the extent permitted by law, is an intended third party beneficiary of all DIB's contracts, purchase orders and other contracts between DIB and third party services. DIB shall incorporate this provision into its contracts, supply agreements and purchase orders. 30.19 Non-Assi!!nment. The DIB shall not assign the obligations under this Agreement, whether by express assignment or by sale of the company, nor any monies due or to become due, without the City's prior written approval. Any assignment in violation of this paragraph shall constitute a Default and is grounds for 35 5-45 immediate termination of this Agreement, at the sole discretion of the City. In no event shall any putative assignment create a contractual relationship between the City and any putative assignee. 30.20 Successors in Interest. This Agreement and all rights and obligations created by this Agreement shall be in force and effect whether or not any Parties to the Agreement have been succeeded by another entity, and all rights and obligations created by this Agreement shall be vested and binding on any Party's successor in interest. 30.21 Indeoendent Contractors. The DIE, any consultants, contractors, subcontractors, and any other individuals employed by the DfB shall be independent contractors and not agents of the City. Any provisions of this Agreement that may appear to give the City any right to direct the DfB concerning the details of performing the Services under this Agreement, or to exercise any control over such performance, shall mean only that the D/B shall follow the direction of the City concerning the end results of the performance. 30.22 Aooroval. 'Where the consent or approval of a party is required or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 30.23 No Waiver. No failure of either the City or the Consultant to insist upon the strict performance by the other of any covenant, tenn or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect to any existing or subsequent breach. 30.24 Si!!nin!! Authoritv. The representative for each Party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist IN WITNESS WHEREOF, this Agreement the City ofChula Vista and Beckman Electric & Supply have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms. This Agreement is dated Agreement. , 2010 and this date shall constitute the effective date of this CITY OF CHULA VISTA, A Municipal Corporation By: CHERYL COX, Mayor By: DAVID BECKMAN, OWNER Attest: Approved as to form and legality: By: DONNA NORRIS, City Clerk BART MIESFELDS, City Attorney Dated ,2010. 36 5-46 Dated 3/30/2010 for the " /~ '"::".i'~3~";<:::':::? . >. :",;<<.'};!<; - SIDnlt,ein'~ I:I,GI!S~1,1,I';'I$~~ ~- JJ? ~r,_" W" ;.~. . c@ 1'Y'-~ .....,......,.... .'.- .',....._,... ;, ',- ,'" "', '," ..........., --,',"'-. -.'...,.........,. "..... "/n --2 r.IJQROS:8 \Be.1lISJOn~ ? '-' ":-." ,,-'t' ;',',,"" ".. ......,-,..'. ',-, ,.,'.....,... .,...._.": ....... ~. ..,.' ,", ' "-c." '...", .. "',,',.,_' ", ...<;,. .w" , -_, ""'" ',.,'., -,.",1].,. .. ,.... .. ," ',: .. ','," ",," sP\', ..:4~-''0:r. . <,;;.'k., '>"x_'"..~+._.. ;,.. .:tii.- "~p....,,~- ~.". ..i..- _. +.'"dt;,.1iJ....,"~" .J!\"<f" ..,.... ..?,,-: ,'",,'fiii,.., .;.C(:-'>"t:p:,':!j::::'::-~f"':""'" ,-, .,.h ,-",'''''::.:'' ':"":,':-'~:~>:'t' -:::-.,'.',.. 0:,~~:-"u" ...... ",'. ",-'. .:-. ~~a I1kw'a~R";oo I. .,;;'.." ".'\#,' .J, i'-' "r., ',,'!\~f',;;O\'-;:: ..':>:,~< 14. ~..f~ .f'!.'t ~,;} .~~ ~: 11', ~.""" ' .t l-r(',snd!B:oller- Rrol}-ect.(< ",",' - ',- -. -,,:.....: ,. . ,,:. .... '.-. .,' " -, :"...,., ':._.~ ...." ..-, ',: ..,.. ....., ,;;';:'. "': :',,; '., . _"" ," "_":. .,.....,. "'_ :.1', '.ii.'. __"'~" """-~- '"~''''' ,.,."",. ,i..f 'A--, ..... ., ~ '.' 'W, ~ c, t;-,:-:',:_:___:-:: ,:: :'~~,<:,'_':"_',:__i\',O"_ ,,:__-,:-"~":-';"-~"" - -_ ,,'," "-, -:'<i5-" - -,- ..:.__ . (l'';-f,'l.1tis:ts e"\ .::~~~l!;!;-i!:'f':' :.'::::~:::::~\~:~'~-~l;'~':i::' ..~~:~?~ Beckman Electric & Supply Phone (949) 212-6001 wwwBeckmanElectric.co\n Fax (949) 369-8380 Contractors License # C-I0 441472 TABLE OF CONTENTS Page 2 Table of Contents Declaration of NON DISCLOSURE Page 3 Letter of Interest Company Resumes and Summary of Qualifications Page 4 Fundamental Organization of the Design Build Project. Page 5 Blank Page 6 Client References Design Fees Statement of ability to avoid conflicts of interest. Page 7 Domestic Hot Water Holding Tank Page 8 - 15 RayPak XTHERM Information Page 16 Project Summary DECLARATION OF NON DISCLOSURE TillS DOCUMENT IN IT'S ENTlRITY FALLS UNDER EXEMPTION 6524 SECTION (h) OF THE CALIFORNIA PUBLIC RECORDS ACT. SECTION (h) STATES. The contents of real estate appraisals or engineering or feasibility estimates and evaluations made for or by the state or local agency relative to the acquisition of property, or to prospective public supply and construction contracts, until all of the property has been acquired or all of the contract agreement obtained. However, the law of eminent domain shall not be affected by this provision. 5-~8 City of Chula Vista Public Works and Engineering Department 276 Fourth Avenue Building 200 Chula Vista, CA 91910 March 30,2010 LETTER OF INTEREST RE: NEW RAYPAK POOL HEATER, POOL COVER AND SOLAR COLLECTOR RECONDITIONING AT THE PARKWAY POOL AQUATICS CENTER IN THE CITY OF CHULA VISTA, CA Innovative Pool Products and Beckman Electric & Supply was contacted by your Engineering and Public Works de- partment regarding the above project. We are interested in assembling a team of licensed professional specialty con- tractors to complete the system design and installation of the Solar Heating System and New Boiler on the Park Way Pool. The team will consist of Beckman Electric & Supply and Pacific Pool Plumbing Inc. as the installing contractors. Neither entity holds a B General Contractors License however it is our experience that a General Contractor is not necessary for this scope of work on the above project. COMPANY RESUMES and SUMMARY OF QUALIFICATIONS BECKMAN ELECTRIC & SUPPLY 1001 AVENIDAPICO STE C-607 SAN CLEMENTE, CA 92673 Business Phone Number: (949) 369-8702 Web Site: wwwBeckmanElectric.com Owner: David Beckman cell (949) 212-6001 Fax (949) 369-8380 Email: Dave@InnovativePools.com Beckman Electric & Supply is a Sole Proprietor operating as a Licensed Electrical Contractor since 06/1311983. Clas- sification C-IO Electrical, License Number: 441472. Beckman Electric & Supply has contracted in the swimming pool industry since opening our doors in 1983. We have completed well over 5000 residential and commercial swimming pool electrical projects in Southern California and Nevada. Beckman Electric operates as a Specialty contractor for several of the top Swirruning Pool and General Con- tractors in Southern California. We have a thorough working knowledge of the functionality of a swirruning pools pumping, lighting, control and electrical systems. In 26 years we have not had a complaint to the contractors board or been involved in any litigation or failed to complete a project. Beckman Electric carries all necessary Auto, Liability and Workers Compensation insurance and will supply certificates upon request. 5-49 PACIFIC POOL PLUMBING INC 19921 TEMESCAL CANYON ROAD CORONA, CA 92881 Contractors License Number 758171 Business Phone Number: (951) 735-7844 Web Site: www.PacificPoolPlumbing.com President John R. Kennelly Entity: Corporation John Kennelly has held a C-36 Plumbing License and specialized in swimming pool plumbing since 1978. Pacific Pool Plumbing Inc. has successfully completed well over 5000 swimming pool projects ranging from residential projects to large commercial swimming pools. Pacific Pool Plumbing Inc. Has worked for years for many of the top swimming pool and general contractors in Southern California. Pacific Pool Plumbing Inc. carries all necessary Auto, Liability and Workers Compensation insurance. Fundamental Organization of the Design Build Project. Beckman Electric & Supply and Pacific Pool Plumbing Inc. will meet with city officials to comprehensively design the proposed project to meet the city's goals and objectives. A. Beckman Electric has assembled a team of specialty contractors to perform the following modifications to the facili- ties at the Park Way Pool complex in Chula Vista CA. Phase 1 (Solar Heating System Reconditioning) 1. Clean and re-cote existing solar collectors to improve efficiency. This does not include repairing any leaks, valves or plumbing repairs that may be necessary. 2. Replace Pool Cover using existing reels. Phase 2 (New Raypak Heating System) The existing Raypak pool heater will be removed and disposed of by the City of Chula Vista. A new RayPak X-Therm high efficiency heater will be provided by Beckman Electric and installed in it's place. I. City of Chula Vista to remove and haul away existing heater. 2. City of Chula Vista to remove and haul away existing Domestic Hot Water Tank. 3. Beckman Electric will pour new concrete "Housekeeping Pad" for new Raypak X - Therm Heater. 4. Make modifications for venting of new heater and existing DHW boiler. 5. Install new RayPak XTHERM 2005 2,000,000 BTH Pool Heater. 6. Make all necessary electrical and gas connections to new heater and power vent. 6. Start up pool heating system after pool is restarted. 7. Train pool personnel On system operation and mantainence. 8. Install New Domestic Hot Water Tank 5-~O CLIENT REFERENCES Mitchell Parks Mitchell Parks Construction Rancho Santa Margarita CA (949) 279-7193 Jack Mardesich Endless Summer Pool & Spa Corona, CA (714) 328-8150 Gordon Sipes AquaScapes Pools and Spas San Clemente, CA (949) 295-4611 Ralph Correll Correll Custom Pools Mission Viejo, Ca (949) 322-4934 Rich Tonti Pacific Paradise Pools Fountain Valley, CA 714437-7665 Robert Malins Atlantic Pools Apple Valley, CA (760) 403-3728 Decorative Concrete Fullerton, CA (714) 879-4691 Mike Good Masterpiece Pools Yorba Linda CA (714) 692-1132 Jim DeMeo DeMeo Custom Pools Riverside, CA (951) 757-8909 Design Fees Design fees of 10% of the total project cost to be paid to Beckman Electric. Estimated component and installation is $135,500.00. STATEMENT OF ABILITY TO AVOID CONFLICTS OF INTEREST Beckman Electric & Supply and Pacific Pool Plumbing Inc. will avoid any conflicts of interest with regard to the con- tract with the City of Chula Vista 5-51 e COMERCIAL - -. RUUD - - DESIGNED WITH YOU IN MINI? SR:RAGE ~S RI ""RU.DCommercial Storage Tanks are vertical tanks designed for applications that require large quantities of hot water in short periods of time. When used in tandem with RHEEM/RUUD Commercial water heating equipment, these storage tanks provide the flexibility needed for many Commercial applications. Installed individually, or in parallel manifold, these storage tanks can provide 80% draw capability without an appreciable temper- ature decrease in single temperature applications. Construction Features: L.a\IG UFE~ IE9IGN "Proprietary steel formulation with two coats of high tempera- ture porcelain enamel to maximize corrosion resis- tance resulting in a superior tank design. Two heavy duty magnesium anode rods are installed for longer tank life. -- SAlING IE9IGN "Unlike other stor- age tanks, the ST80 and ST120 can pass through a 30" opening and the ST175 only requires a 33" opening - ideal for boiler room doors. B'FICJB\IT IE9IGN "2" of rigid polyurethane foam insulation provides superior insulating quali- ties resulting in reduced operating costs. Our patented process of injecting foam into the insulat- ing cavity adds additional durability and toughness to the baked enamel steel outer jacket. ~ a:a\IINGS "Circulating line connec- tions and hot outlet are 2" NPT on ST80, ST120 and 2-1/2" NPT on the 8T175. Other openings are provided for relief valve and temperature control. ST175 equipped with a hand-hole cleanout. SQ 115 ~ 175 r-..aIII"\I O!A!01IES JJSJVE IVI'T'R c; AIAILJ"C" J:' 5 VE'AR UM1ID \MRRANIV FACR:RV IVA\IR:lD KI1S "Factory kits are available for 8T80 and 8T120 models. Copper sweat fittings and tubing are precut and packaged at the factory. Each component is identified for ease of assembly and installation. This method will assure that multiple tanks (2, 3 or 4) will perform as a single unit and give the advantage of extreme fle<ibility. Certifications and Ratings: ~OB\ICV "These models exceed the minimum efficiency requirements of ASHRAE Standard 90.1 b-1992 (Part of the Federally mandated Energy Policy Act (EPact). CPIIa\lALa:I\ISIA..D1a\1 i"tASME construction is available on all storage tank models: ST80A, ST120A and ST175A. 5-52 ''''T'1'",j~fi~i~n~' Boilers & Water ii~~t~~~r" Models 1005, 1505, 2005 Up to 99.% thermal efficiency! #eme pe,fo,mance powe,ed by ~ Il.~~ ?''''~''-'''.;'''~:~~~/,:~:~^'::(~:~'~~;;:~;!0t~~~~ ~,' <. .'- ",".^",,;\;i;,:~:~<,_;;_,:~:_),:;;,-,;i~;,_,;_~:L_~~.. 5-53 ~,-(t~eme, Performar:ig~' to 99 efficiency! Raypai<'sNext Generation Condensing Modulating Heater Time-honore~ technologies unite with cutting-edge advancements in Raypak's new XTI,erm' modulating vertical heater. Never before has a vertical heater provided both the installer and building owner such installation fiexibility, ease-of-commissioning, reliability and long-term performance. Small space, not a problem. The XTherm has one of the sma!lest installed footprints of any vertical condensing heater. Our compact design makes it the perfect choice for those hard to reach retrofit projects. Raypak's XTherm is built with commercial-grade components and materials. From our steel channel base to our stain- less steel flue wrapper, and secondary heat exchanger, you can tell the XTherm is built to last. It's easy to handle and install, but still user friendly to service. Now is the perfect time to take a closer look at Raypak. Flexibility Industry-leading vent length allowances afford greater vent location options, thus reducing wasted space. Vent versatility is further enhanced by the self-tuning combustion system which compensates for unusual chimney and vent configurations. Category IV -CSA-certified 96% efficiency at full fire for hydronic boilers and 97% for domestic hot water heaters (Up to 99% at part load!) When the job requires high efficiency, XTherm meets your needs. At the heart of every Raypak XTherm is a unique integral evaporator system. the first defense against condensation in the primary heat exchanger. Raypak's evaporator system collects and re-evaporates condensate which may form during initial start-up. True Modulation Modulation is nothing new to Raypak, we have honed our gas modu- lation experience for over 50 years. The Raypak XTherm will precisely track the heating ioad with it's built-in TempTracker Mod contra!. eiiminating costly overshooting. Utilizing the latest European technol- ogy for the combustion-components, the optimum fuel-air ratio is maintained throughout the entire range of the load-tracking opera- ~ ~ tion. Our smooth 4:1 turndown ensures efficiency is maintained throughout the firing rate and actually increases during part load, right when you want it! The XTherm automatically seif-tunes to accommodate the widest range of gas supply pressures. The high quality integrated blower-gas valve is self-correcting and allows smooth operation with fluctuating gas supply pressures. The Raypak XTherm is cutting edge technology with atmospheric simplicity. Key Features . 3 models from 1,000,000 to 2,000,000 BTUH . 96% thermal efficiency hydronic and 97% domestic hot water . Minimum continuos inlet water temperature (50~F) . Modulating gas valve and burner, up 10 4:1turndown . Small footprint. less than 11 square feet . On~board diagnostic center, real English, no codes. . All models indoorloutdoor certified . Complete cabinet protects all controls and wiring . Meets all current Low NOx regulations, including the new 2010 SCAQMD revisions . Suitable for altitudes up to 10,000 ft. (derate above 5,000 ft.) . Water heater models are equipped with all copper and bronze waterways. . Boiler models are equipped with cast iron headers and pumps with the option to upgrade to bronze. All other waterway plumbing is copper. . 0-10 VDC Remote set point BMS Interface . 0-10 VDC Direct Drive Think Green Think Raypak 5-54 1. Low Voltage Wiring Terminal Up front and easy to get to, Makes sensor wiring and BMS wiring simple and clean. 2. On Board Diagnostic Centc! Factory.mounted standard equipment. Gives relevant 5er\lice feedback as well as possible solutions to clear the Fault. All in plain english, no cryptic codes to deci. pher. The control also stores up to 15 fault codes in its history file for the service ter.hnidan to review. 3. TempTracker Mod Controller Standard equipme:lt on the XTherm. This factory- mOLlnted multi-Function control delivers precise load- tracking with selectable mode displays that are easy to access and read. 4. Combustion Air Fan Cast aluminum, non-sparking construction. The state of the art variable speed fan is controlled by the Temp Tracker Mod and works in smooth harmony with the main gasv"lve. 5. Dungs Gas Valve The XTherm uses a state-of-the-art main gas valve manufaLtured in Germany. This precision gas valve works in perfect unison with the combustion air fan. The result is silky smooth light"offs and a 4:1 turn down. 6. Flow Switch Monitors water flow and provides safe shut down if water flow drops below the minimum required. 7. Vent Pressure Switch Monitors vent pressure and provides safe shut down if back pressure is excessive. 8. Gas Inlet The XTherm will operate at 100% full rate with gas pressures as iow as 4.0"w.c. 9. Boiler Pump Sometimes referred to as the primary pump. This pump keeps fiow through the heat exchanger. a-.' E). d-. . .. .'.. ." ~ _' i. ... . \ I 10. Water Outlet without damaging the heater. There is a condensate disposal connection on the rear of the heater TIle XTherm is also equipped with a condensate switch that will sense a blocked condensate drain, which protects the heater. 11, Water Inlet The XTherm [;an accept 50"F continuous inlet watsr temperature. 12. Cold Water Run Pumps The XTherm comes factory equipped with a built in Cold Water Run system. This advanced water control system keeps the inlet water temperature to the pri- mary heat exchanger above 120QF, regardless of the incoming water temperature. It constantly self adjusts and regulates the incoming water flow while stHl maintaining a constant de!ta- T in the heat exchanger. 15. Vertical Heat Exchanger Cylindrical, multi-pass heat exchanger captures all radiant energy, eliminating the need for heavy refractory. 16. Drain Valve One of two drain valves located at the bottom of the heat exchanger. A third drain valve is located on the secondary heat exchanger. This allows for complete winterizing and drainage of the heater. 13. Flue Outlet Stainless steel Category IV compatible. 17. Viewing Port Allows for easy burner inspection. 14. Stainless Steel Secondary Heat Exchanger Recovers waste heat to boost efficiency into 96%+ range. The XTherm utiJjZe5 a Separ<1le high-grade stainless steel heat exchanger. This allows the corro- sive combustion condensate to be collected safefy 18. Weather.Proof Jacket Heavy gauge galvanized steel with a UV-resistant Polytuf powder coat finish is impervious to weather and corrosion. 5-55 . '""Xiret:lJ'ii Versati(i~ Can' be installed indoor or outdoors! , , .'-> XC"'!" t ;~ 0," '< )~ a-" , , ,~ ' ..,. "'II! " A ~~,i 1. High Voltage Wiring Box 120VAC connections. ...~ ",", Internal Air Intake 3a. Outdoor Cover If your job requires outdoor installation, an optional air vent plug easily screws on to ::over the direct vent air intake. The combustion air will then be drawn from inside the heater through scrBened plenum openings, See photo above nght. 2. Removable Air Filter Easy access and easily removable for inspection and replacement. 12"x20"high capacity filter is rated MERV8. 7. Access Panel to Cold Run Pumps Easi!y removable access panel even when unit is plumbed in place. Provides ful! access to inspect and service the Cold Run Pump system and condensJte drain switch. 3. Direct Vent Capability Ev~ XTherm is direct 'lent capable. By installing an optional vent pipe adapter and air plenum plug. your XTherm is ready for direct vent. 4. Gas Inlet The XTherm will operate at 100% full rate with gas pressures as low as 4.0"w.c. 8, Flue Outlet Stainless steel Category IV compatible, 5. Water Outlet 9. Condensate Drain 3/4" -NPT PVC connection for condensate removal. Raypak offers condensate neutralizer kits that can be plumbed between the heater and the drain, 6. Water Inlet The XTherm can accept as low as SOQF continuous inlet water temperature without damage to the pri- mary heat exchanger. .' , - ",-,~' , ;~,~,~ ~', :,,' "..... 5-56 '- r-LUE CONt~EcnON 50 TOP VIEW 12-71161 Y , ,-~ 31-1/8 i .- i I ! j B LOW VOLTAGE CONDUIT CONNEC-nON {BY OTHERS) L r- F I I' 2-7/8 .- ! L-- 25 --; FRONT VIEW REAR VIEW G- GAS CONNECTION ;- POWER CONNECTIONS ! /- 0N - COMBUSTlQN AIR R / OPTIONAL / /-2.1(2" NPT WATER OUTLET ~~! 2~1/2. NPT WATER INLET --i---. I HO/P OK ~ FLUE CONNECTION CONDENSATE DRAIN ,/' CONNECTION Dimensions (inches) ~For propane gas, all models are 1-1/4" NPT. tlncludes boiler pump. Separate wiring connection required for boiler pump fOoes not include water heater pump. Separate wiring connection required for water heater pump ..' .'~~~.. II. .. R!1W.1iBII . "II~~ . 1 005 999 959 96% 999 969 97% 250 1505 1500 1440 96% 1500 1455 97% 375 2005 1999 1919 96% 1999 1939 97% 500 -.. .. . ,., F!oor'" Rear Right Side left Side Front Top o 12 1 1 24 o Unobstructed 1 12 N/A 36 24 1 24 10 Unobstructed N/A 12 Indoor Outdoor Indoor Outdoor Vent Stack Vent Cap "Do not instal! on carpeting Note: Loca! codes may require increased clearances ......... !. I. . 1065 1234 1461 22 26 35 15 15 21 I:. · ~~ "1!IIII~~"1fI.m! 1005 1/2 7 1/2 7 3/4 11 1505 1/2 7 3/4 11 1 14 2005 1 14 1 14 N/A N/A Note: Current draw (Amps) is for pump only Water hardness grains per giJlJon Soft.. 0-4. Medium.. 5-15. Hard", l6-25 Add heater amps to pump ampsw find + Iota: amPdrawc:r Pump Amps Water Heater Pum. Sizes 5-57 ~.,i;.mi!., .~,t ;' ,~ '- -;. ,,'.J '""..;~. "" c\ l ~' t ;,.;,.~~''''~~.; \..K~,.eme Pumping Cold Water Run System The XTherm comes standard with a state-of-the-art Cold Water.Run system factory mounted and plumbed. Raypak's Cold Water Run system provides constant protection against condensation in the primary reat exchanger. The system utilizes one or two vari~ able speed pum~s, depending on model size and type, to inject just the right amount of , water fro']' th~ main system loop into the boi,ler to maintain the optimum inlet tempera- ture, This allows the full capacity of the boilerto be uti- lized t_~.mee~ the system load,while_3tthesame time con- tinuously maintaining the optimum inlet water tempera- ture to prevent condensationinthe p~irn"ry heat exchang- 'er.-. For models usin the twin urn desigi.- n,eachj2um .,,2":""""'-;~':' ,1"""",,~. Recovery Rates 1..~~_~t'<J~~::!~'1 II ':s0t~3TIJ~~~~I:~R~~~~~7:&~~f!~J~:~~1rf11~:N~~GI~~~~~ 1005 1505 2005 5,817 8.733 11,639 3,878 5,822 7,759 2,908 2,327 4,367 3,493 5,813 4,656 1,939 2,911 3.880 1,662 2,495 3,325 1,454 2,183 2,910 1,293 1,941 2,586 1,163 1,747 2,328 1,058 1,588 2,116 969 1,456 1,940 895 1,344 1,791 831 1,248 1,663 776 1.164 1,552 Xtreme Control SerViceability Raypak's easy-to-understandHs~finterface, including on-board diagnostics and LED operating status lights; tells the technician all he needs to know. All service/reparr components are readily accessible from the front or side for maximum instal[ation flexibifity, To enhance serviceability, the control box is completely .nemovable allowing "'}'_'''''''.-:<;;''~.' TempTracker Mod Raypak's XTherm comes standard with TempTracker Mod. This control can be used for space heating and hot water supply with B application-specific modes to meet various applications, including outdoor reset for heating systems. The control monitors and dis- plays inlet and outlet temperatures on all applications as well as monitor outdoor tem- perature when an outdoor reset mode is selected. Only Raypak's TempTracker Mod allows for a user definable outdoor reset ratio. Adjustable limits prevent over-cycling, saving energy and extending the life of the heater. Your XTherm is never down with a sensor failure thanks to Raypak's exclusive TempTracker software. It can operate with as little as one functioning sensor, keeping you up and running until service arrives. '""'....,."'....".~.., 't . Par PID logic . 0-10VDC Setpoint input . 0-10VDC Direct Drive Input . 4-20ma output .. Building management direct control . LCD Display . Freeze Protection On-Board Diagnostic Center Raypak's XTherm comes equipped with a microprocessor.controlled diagnostic control center that displays its information on a 2x20 character LCD display in plain English. This control monitors system safeties, ignition faults and system status, while storing up to 16 reported faults. Raypaks diagnostic center monitors the fault outputs of the Fenwal ignition control. Converting the Fenwal's flashing lights into real English fault codes that anyone can understand. The control is also equipped with a SPDT dry contact relay output that is switched anytime a safety fault occurs. This can be used for a heater alarm or a BMS safety interface. Example Diagnostic Fault Report Water Flow Sw Fault Check Boiler Pump, Purge Air, Replace Flow Switch Diagnostic Information Safety Faults .. Condensate Drain . Manual High Limit . Auto High Limit . Low Water Cut -off . Vent Pressure . High Gas Pressure . Low Gas Pressure . Controller Alarm . Flow Switch . Blower Switch . Factory Option . External Interlock 5-59' Cold Water Run Ignition Control Faults . Low Air . Flame- No CFH . Ignition Lockout . Low HSI Current . Low 24VAC . Internal Control Fault . 1i.~~/.r./~ ~~,f~1;2t~~ ASME, National Board Registered, 160 PSI Heat Exchanger Tubes 1!i!mD1m. . - ~ . HlW Stamp . H Stamp . Copper . Cupro Nickel . N/A . f) NfA <& (,I Bronze Headers Cast Iron Headers. StailllE!ss.StE!i:ICo~densing Heat Exchanger pres~Ure~e!iefYa!v~' - (mounted on outlet) ,.,,< . U Stamp . 60 PSI . 125 PSI . 30,45,75,150 PSI . NfA . c> ~ <) (" (: Temperatute& Pressure Gauge Pump \\) i} <) . r' . 120V, Single-Phase . . ~ Fully-Enclosed Controls Combustible Floor Rated e '" . Outdoor . Through-the-Wall . <J .-, , , '0 IndoorlOutdoor Certified Vent Terminal . . . Included in Temp Tracker Mod Controller . Enable I Disable . External Interlocks . 0-10 VDC SetpointJDirect Drive Input dry contacts LCD diagnostic display with 16-Event History (2x20 character display, reads in plain English) Status Display lights (4) Temperature Controller with 3 Water Sensors 120V Power Supply with 120VI24V Transformer OnlOff Switch . Programmable Pump Time Delay, Single-Phase Terminal Block Connections . (Front mounted) Multiple Boiler Controller . TempTracker Mod (up to 4:1 Turndown) . Outdoor Reset Sensor . TempTracker Mod+, up to 16 boilers . Y-200, up to 40 boilers (LonWorks optional) . . . . . . . . . NfA fI .. o . . Ii ~ o . I I ~ i j ~ ~ ;:1 Ii -~ C) , . "" .. _ Hot Surface Ignition System -~ '., High/Low Gas Pressure Switches ~. ".. Blocked Vent and Air Pressure Switches D High limit Switch ~ 'I~ .....:,7 Low Water Cut-Off, 24V , Flow Switch I Modulating Combination Gas Valve . Combustion Air Blower _ Additional Safety Valve I....: '.", '.. CSA-Certified Efficiency . Air Filter ",:' rruSeal Direct-Vent Ready -, Alarm System I'. "..' CSD-1 I GE GAP Control System ',' low NOx :-; Cold Water Run . l-try 3-try () . .. . 41 - _.' "1 i o . Manual Reset, Fixed . Manual Reset, Adjustable . Automatic Reset, Adjustable . With Manual Reset and Test Buttons . . () . , . . '0 .. N/A III .. . Ii = Standard C (.) = Optiona! 1&1 41 o (1 '-' . . Motorized (externally mounted) . Solenoid (externally mounted) . . o @~ -""'" --"~ r-' .-J (/7\',\ / L \ I~ H llWl i \!~y;.; ~ ... ,~,~/ "-=.../ Raypak, Inc_' 2151 Eastman Avenue, Oxnard, CA 93030 . phone: (805) 278-5300 . fax: (800) 872-8725 . wwwJaypak.com 5-60 Cat No. 1000.21 Effe<:tivel0-01..{J8 ReplacesNew Co . 96% at Full Fire . 97% at Full Fire NIA . . . :J . , '. . Meets al! current requirements Prevents condensation in primal'} heat exchanger . . PROJECT SUMMARY The RayPak Heater and Pool Cover are Special Order Items that must be paid for in advance when ordered. Although the Parkway Pool Solar and Boiler project falls well within the scope of work that Beckman Electric and Pacific Pool Plumbing Inc. are licensed for by the State of California Contractors License Board, neither entity car- ries the B General Contractors license that was required in your RFP. If it is necessary to have a B classification we could bring in a B licensed contractor however this would increase the cost of the project. Concerns and questions: The City of Chula Vista will remove and dispose of the existing RayPak heater and Domestic Hot Water Tank. At this point we do not have any idea what kind of shape the existing solar collectors and plumbing system on the roof is in. Therefore we propose to clean and re-coat the existing solar collectors and evaluate the the system at that time. We will preform minor leak repairs hawever no major repair work is included for this price. All wooden mounting materials and plumbing will remain. Is a 115 gallon hot water storage tank capable of supplying your needs and will it flow enough water through the existing boiler for proper operation? Or should we increase the Hot Water Storage Capasity? The Design Build Team of Beckman Electric and Pacific Pool Plumbing Inc. is looking forward to working with the City of Chula Vista on this project and knows that we can preform the work in a timely manner and within the budget. Sincerely David Beckman Beckman Electric s-lPI I t:;'an..eib'f'.... . a:';,~.-:,~rJ"'$If;~' ~ ''"1',,,,.., ff ."....~.~:~ ~ ,~ .,' ~IiQqJl.~f!11 forJhe, :::;',,~:;'F,:_'!'!:.'i[fi"': ~~,~ '-';IJI,{~,I.l'~r l:.!~,.,Jj "CJ:ltIJ4~#ft'lv, .~~'I ':a/;~arl1dlB:QiLeli Rr:oieetf. :;\~,?~~~V~,' '~~'''\~~::$t~,~ .,~~~!,~~c'..,.\:!t.-'-.;h,~",:.., f; i!i~ -:"~ <~;Ift ~';!;","">;,:~-~:,?r~~~:' @. tal .......l... ~..~ e~ c.'_",. , _," ", ","" - .'_:,__'"$' ";' .. e!. J Jl:l..S,t;: ,lls.Je" .~'./) :,:~";:f' ',~;~<:~..:~.,'~ ,'::_,__ ;~,,;~~~~!,.::,!f:,:,:?-z#~/Ir-.,? Beckman Electric & Supply Phone (949) 212-6001 wwwBeckmanElectric.com Fax (949) 369-8380 Contractors License # C-1O 441472 5-62 . "'.<' o. ,',-', L" ....;j , _" C'_,''''';,''; ".'.....i.. ',::~, ';.;.," "-', ;0/';-'" C,"', ','" '-"- .~, '-','<, '."-',0 -, ., . . "-"", C', , ,_.-'." '-"~':'~:f.?:- C':':_.-<;;,~ .. ,';:;- L,_,._'_, :',':<>, r, - ".-',.~; ,', TABLE OF CONTENTS Page 2 Table of Contents Declaration of NON DISCLOSURE Page 3 Letter of Interest Company Resumes and Summary of Qualifications Page 4 Fundamental Organization of the Design Build Project. Page 5 Solar Coverage Chart (Very Importand, please review) Page 6 Client References Design Fees Statement of ability to avoid conflicts of interest. Page 7 Glazed Closed Loop Solar Array Plumbing Diagram Page 8 Coolant Expansion Tank Cut Sheet Page 9 Proposed Glazed Solar Collector Page 10-17 Raypak Hi Delta Cut Sheet Page 18-20 Raypal\ Hi Delta Cut Sheet Page 21 Domestic Hot Water Holding Tank DECLARATION OF NON DISCLOSURE TIllS DOCUMENT IN IT'S ENTIRITY FALLS UNDER EXEMYfION 6524 SECTION (h) OF THE CALIFORNIA PUBLIC RECORDS ACT. SECTION (h) STATES. The contents of real estate appraisals or engineering or feasibility estimates and evaluations made for or by the state or local agency relative to the acquisition of property, or to prospective public supply and construction contracts, until all of the property has been acquired or all of the contract agreement obtained. However, the law of eminent domain shall not be affected by this provision. 2 5-63 City of Chula Vista Public Works and Engineering Department 276 Fourth Avenue Building 200 Chula Vista, CA 91910 July 30, 2009 LETTER OF INTEREST RE: DESIGN AND RETROFIT INSTALLATION OF THE SOLAR PANELS AND A NEW BOILER AT THE PARKWAY POOL AQUATICS CENTER IN THE CITY OF CHULA VISTA, CA Innovative Pool Products and Beckman Electric & Supply was contacted by your Engineering and Public Works de- partment regarding the above project. We are interested in assembling a team of licensed professional specialty con- tractors to complete the system design and installation of the Solar Heating System and New Boiler on the Park Way Pool. The team will consist of Beckman Electric & Supply and Pacific Pool Plumbing Inc. as the installing contractors. Nei- ther entity holds a B General Contractors License however it is our experience that a General Contractor is not neces- sary for this scope of wor.%: on the above project. COMPANY RESUMES and SUMMARY OF QUALIFICATIONS BECKMAN ELECTRIC & SUPPLY 1001 AVENIDO PICa STE C-607 SAN CLEMENTE, CA 92673 Business Phone Number: (949) 369-8702 Web Site: www.BeckmanElectric.com Owner: David Beckman cell (949) 212-6001 Fax (949) 369-8380 Email: Dave@InnovativePools.com Beckman Electric & Supply is a Sole Proprietor operating as a Licensed Electrical Contractor since 06/13/1983. Clas- sification C-lO Electrical, License Number: 441472. Beckman Electric & Supply has contracted in the swimming pool industry since opening our doors in 1983. We have completed well over 5000 residential and co=ercial swi=ing pool electrical projects in Southern California and Nevada. Beckman Electric operates as a Specialty contractor for several of the top Swi=ing Pool and General Con- tractors in Southern California. We have a thorough working knowledge of the functionality of a swimming pools pumping, lighting, control and electrical systems. In 26 years we have not had a complaint to the contractors board or been involved in any litigation or failed to complete a project. Beckman Electric carries all necessary Auto, Liability and Workers Compensation insurance and will supply certificates upon request. 3 5-64 PACIFIC POOL PLUMBING INC 19921 TEMESCAL CANYON ROAD CORONA, CA 92881 Contractors License Number 758171 Business Phone Number: (951) 735-7844 Web Site: www.PacificPoolPlumbing.com President John R. Kennelly Entity: Corporation John Kennelly has held a C-36 Plumbing License and specialized in swimming pool plumbing since 1978. Pacific Pool Plumbing Inc. has successfully completed well over 5000 swimming pool projects ranging from residential projects to large commercial swimming pools. Pacific Pool Plumbing Inc. Has worked for years for many of the top swimming pool and general contractors in Southern California. Pacific Pool Plumbing Inc. carries all necessary Auto, Liability and Workers Compensation insurance. Fundamental Organization of the Design Build Project. Beckman Electric & Supply and Pacific Pool Plumbing Inc. will meet with city officials to comprehensively design the proposed project to meet the city's goals and objectives. A. At the City of Chula Vista's discretion a structural engineer should be hired to evaluate the existing Gymnasium metal deck and roof structure. The Engineering Firm will assess the roof's load carrying capabilities and verify that it can support the proposed new solar heating system or if additional structural support if any is needed to complete the solar installation. If tlie City of Chula'Vista has in it's possession engineered documents certifying the roofs ability to carry such a load then the City of Chula Vista can opt to certify the roof's integrity and sign a waiver of liability for the solar installation. B. Evaluate and approve the California based solar panel manufacturer and product. This manufacturer has a higher efficiency rating allowing better results than the proposed Radco system. C. Select the size of the Solar Array based on the roofs load carrying capacity and the desired performance of the system. The proposed 79 panel (Quoted as an 80 panel) array equals a 36.19% coverage of the surface area of the pool. The current system has a 60.63% coverage area with industry standard being a minimum of 50% and an optimum of 75%. Although we are bidding on an 80 panel system we suggest a minimum of 110 panels. The proposed 79 panel system would provide substantially less heat during moderately cool conditions than the existing installation. D. The City of Chula Vista will evaluate the condition of the existing roof and water proofing and schedule to perform and re-roofing activity after the existing system is removed and before any new solar equipment is installed. If the roof of the Gymnasium must be repaired or replaced for the installation of the solar heating system the cost of the re-roof should be submitted with the cost of the solar heating system for any applicable rebates. E. To maintain a warranty and enhance the longevity and performance of the solar heating system our recom- mendation is to install a closed loop coolant filled system using a Glycol mix and stainless steel heat exchangers. This allows for potential use of a heat exchanger for domestic hot water that is not included in this bid. Beckman Electric has assembled a team of specialty contractors to perform the following modifications to the facilities at the Park Way Pool complex in Chula Vista CA. 4 5-65 Phase 1 (Solar Heating System) 1. Hire a structural engineer to examine the roof of the Gymnasium to report on the ability of the roof to support the added load of the new Pool Solar Heating system. Report will contain information as to the amount of load the existing structure can support and any structural modifications necessary to support up to a 110 pane! solar heating system which is required to attain a minimum 49.77% solar heating area to pool surface area. The solar industry recommends a minimum 50% coverage with an optimum 75% coverage for year round operation. 2. Remove existing Pool Solar Heating system and 2 X 6 wooden racking material from the roof or the Gymna sium. 3. Haul away materials. 4. Install any necessary conduits and coolant piping through the roof with flashing to be sealed during roofing. 5. Re-roofthe Gymnasium installing mounting points with flashing for solar heating array. 6. Install racking to support solar array at a 35 degree slope. 7. Install solar heating system with insulated UV protected copper coolant pipe and temperature sensors. 8. Replace Domestic Hot Water tank. 9. Install heat exchangers and coolant expansion tank. 10. Replace solar heating pump with coolant pump. 11. Install new Solar Heating control system. 12. Install coolant, purge and start system. 13. Replace Pool Cover System. Phase 2 (New Raypak Heating System) During normal shut down for winter maintainance the existing Raypak pool heater will be removed and a new 1.99 mil- lion Raypak heater and Condensing Heat Exchanger to achieve 98% efficiency will be installed in it's place. 1. Remove and haul away existing heater. 2. Pour new concrete "Housekeeping Pad" for new Raypak Heater. 3. Make modifications for venting of new heater and existing DHW boiler. 4. Install new Heater. 5. Make all necessary electrical and gas connections to new heater and power vent. 6. Start up pool heating system after pool is restarted. 7. Train pool personnel on system operation and mantainence. SOLAR COVERAGE CHART EXIS'J'll'IrG 60% COVERAGE 7000 8000 6000 500a 4000 SUGGESTED MI REQUESTED 36% 3000 2000 1000 o 5 5-66 CLIENT REFERENCES Mitchell Parks Mitchell Parks Construction Rancho Santa Margarita CA (949) 279-7193 Jack Mardesich Endless Summer Pool & Spa Corona, CA (714) 328-8150 Gordon Sipes AquaScapes Pools and Spas San Clemente, CA (949) 295-4611 Ralph Correll Correll Custom Pools Mission Viejo, Ca (949) 322-4934 Rich Tonti Pacific Paradise Pools Fountain Valley, CA 714437-7665 Robert Malins Atlantic Pools Apple Valley, CA (760) 403-3728 Decorative Concrete Fullerton, CA (714) 879-4691 Mike Good Masterpiece Pools Yorba Linda CA (714) 692-1132 Jim DeMeo DeMeo Custom Pools Riverside, CA (951) 757-8909 Design Fees Tbe initial roof evaluation and Engineering Fees of $3,500.00 Design fees of 10% of the total project cost to be paid to Beckman Electric. Estimated component and installation is $247,500.00 however additional design work must be completed. STATEMENT OF ABILITY TO AVOID CONFLICTS OF INTEREST Beckman Electric & Supply and Pacific Pool Plumbing Inc. will avoid any conflicts of interest with regard to the con- tract with the City of Chula Vista 6 5-67 GLAZED CLOSE LOOP SOLAR COLLECTOR ARRAY 0",", '.:...~_.....~., . '.... \"', (,.! I'" Sun f H H T H Quality Solar Energy Prodlllcls I MAJN HOME PAGE CUSTOMER CORNER HOME PAGE I I General Layout of Year-Round Pool Systems SunEarth advocates the use of dosed-loop systems with glazed panels for pools operated year round for several reasons: The first reason Is simple, annual output of glazed systems is 30~70% greater than unglazed systems. For seasonal pools, unglazed collectors perform on par with their glazed counterparts. During the cooler winter season however, glazed panels maintain their output while that of unglazed uniG drops dramatically. The figures below show system outputs for a 1,200 sq. ft array of our EP series vs. the average plastic pool panel calculated with F-chart. The pool is 1,500 sq. ft. without a cover and located indoors. The output of the glazed units is 38% greater for Los Angeles and 68% greater for Denver ~ ~~O ,~ . ." j 10 Los Ange~~ ~ 2'"40 !30 t~ > ... Denverj . #~;,.,,st.; -# ">~.,prF#<I' . .;~I>.;,t-#"..f ..J"""<#r:F.#'<I' f-Chart simulated output for a 1,200 sq. fI:.. solar array on a 1.500 sq. ft. Indoor pool maintained at 82 F. In addition to having significantly greater output for year-round applications, glazed dosed-loop pool systems also offer these benefits: . Complete freeze protection without the need for sloped piping runs. . Requires flow rates that are only 1/4 that of unglazed systems. . Complete isolation from pool chemisby for increased colledDr rife. . Use of heat exchanger eliminates diverter valve and Cidds almost no head requirements to existing pool pump. . All connections are permanently sweated instead of problematic inter-connects with plastic panels. . Wind load ratings to 180 MPH. . ECise of mounting as the collector framewal1 is structural member. 1"O~_'t F~SO~R_Y 1::jlllln,rlllL~!-:- I,m II 1 rl1 r~~~: i I>C. i ~: ~ l ~ ~. ~JJ tb M ~1i1;T;,;~ 101802 u " ~~i- '~m_J i,~~i -, -, 7 5-68 COOLANT EXPANSION TANK Series ED< and ETSX Pressurized Expansion Tanks for Heating and Cooling Systems are designed to absorb the increased volume of water created when water is heated. These tanks maintain system pressure beiow the relief set- ting of the relief vaive. The Series ED< and ETSX's pre-pres- surized steel tank features a durable expansion membrane that prevents contact of the water w~hthe air in the tank. This rugged diaphragm minimizes loss of the air change and ensures long and trouble-free life for the system. Series ETX, ETSX Pressurized Expansion Tanks for Heating and Cooling Systems* EDt Specifications Fumish and install as shown on plans a Watts Model ETX/ETSX _ gallon _ " diameter x _ " (high) pre- charged steel expansion tank with a fixed butyl bladder. The tank shall have an NPT system connection and a .302"-32 charging valve connection (standard tire vaive) to faci1~ate the on-s~e charging of the tank to meet system requirements. The tank shail be factory precharged to 12psi. The tank shall be a Watts Regulator Company Series ED< or ETsx. Features . Precharged at 12psi (83 kPa) . Rugged flexible butyl diaphragm . In-line and free standing models . Compatible with glycol in systems . Steelcenstruction Models ETX Mounts to supply piping ETSX Free standing E1SX Ratings Maximum Working Temperature: 22O"F (1040(;) Maximum Working Pressure: ETX-15, ETX-30, ETX-60: 75psi (517 kPa) ETX-90 and ETSX Series: 100psi (6.9 bar) Precharge (fleid adjustable): 12psi (83 kPa) *Not for use on potable water systems. Materials Diaphragm: Butyl rubber Outer Shell: Carbon Steel with Epoxy flnlsh _""'uctspedficali>nsinU.&"""""'uni1sandme1rlc....P_and..proWIedf<<_""".Forp"'"'m........-, WW.ns@ please o:JrtactWatlsTed1nical SeMce. Wattsreserves1h8rJ:jI1t1Odalgltorrmdlfyproductdesl!Jt, (D'ISbUCIiOO,speci6catia1s.armater1alswilh- out. priJ'notice and wiItwt incUrring any obIIgaticn 1D make su:h ctmges and modi\IcaIIC.'ns 00 Walls prnducIs previoosIy or subseqUeJIIIy sOd. 8 5-69 PROPOSED GLAZED SOLAR COLLECTOR ~un~HHTHmL THE EMPIRE SERIES GlAZED FlAT PlATE SOlAR COlLECTORS Models EC and EP SPECIFICATION SHEET THE VALUE LEADER IN SOLAR WATER HEATING TECHNOLOGY Stainless Steel Fasteners Riveted Corners Low Iron Tempered Glass , Low~Binder Fiberglass Insulation Rigid Foam Insulation . Slack Chrome or Moderately Selective Black Paint Absorber Coating . Type M Copper Riser Tubes and Manifolds . EPDM Grommets Extruded Anodized Aluminum Casing and Capstrip Primary EPDM Glazing Seal . 15% Silver Brazed Joint Aluminum Backsheet PROTECTING OUR ENVIRONMENT-SINCE 1978 9 5-70 5-71 Raypak's Hi Delta Decades of expertise and technological innovations went into creating the Hi Deita boiler, a product that incorporates teature, sought after by engineers. installers and end-users alike. In 1948, Raypak introduced the first straight copper finned tube boiler designed with reliability and serviceability in mind. The tradition continues with the introduction of Raypak's Hi Delta model. It's patented burner "security b!anket," an ingenious enhancement that provides a perfected air-gas pathway for complete combustion, makes the Hi Delta the most adaptable seaJed-combustion boiler on the market today. While many manufacturers claim simple, convenient heat exchanger removal, servicing the Hi Delta couldn't be more straightforward. Just open the unit from Ihe front and slide it out on built~in runners. Adding 10 tlle Hi Delta's ease of use is the Universal Diagnostic Board IUDB).ln Ihe event of an operating problem, 1I1i, key enhancement allows an on-site technician to Quickly review the unit's entire fault history and make any necessary repairs or adjustments. The Hi Deita product family covers the full spectrum of both indoor and outdoor applications including space heating, process heating, pool heating and domestic hol water heating. When installed indoors, the Hi Delta's versatility is revealed in smaller vent diameters, direct-venting and the convenience of stacking without an increased footprint Raypak's focus on customer satisfaction goes beyond product design. Like all Raypak boilers, every Hi Delta i, factory-fire te,ted, assuring reliable start-up upon installalion. for over 60 years, Raypak professionals have earned their reputation as The Hot Water Management Experts. From system design through installation and start-up, you can count on your local Raypak Representative and the backing of Ihe industry's best sales staff, applications engineers and service department. Visit our website at www.raypak.com to find the Raypak representative in your area, Specialty Models Hi Delta with CHX High-efficiency (98%) condensing heating system Hi Delta with CHX achieves unequaled 98% thermal efficiency at full fire. It combines the reliabiiity at the Hi Detta boiler with an optional CHX heat exchanger whi~h prevents condensation in the heater's primary combustion chamber. The result is an ultra high efficiency heater thai last,. (See. Cat. 1000.17) Models 402B-2002B. Hi Delta FlexGasT1II Dual-fuel boilers and water heaters With its patented, CSA.ceMified rapid fuel switchover system. the Hi Delta flexGas is an ideal solution for interruptible-tue! applications {natural/propane gas}. (Se' Cat. #1000.20) Models 302B-23428. Propane .. 11 5-72 1. Lightweight Refractory Panels Multl_pie~eceramicfilJerpanelsent!ancecQmbusljon while minimizing tleatretention. 2. fully.enclosed Headers Temperature sensors and lead wires{capillarie3 affl protected from weather, vandalism, and a~cidental damage during instal1alion and service. 3. flue Connection Toporbackoutletflueconnectionsoflergreater instal1atiollf\exibilily. 4.Air filter An easily-cleaned combustion air filter protects the bume~jromairbomepartlctesincludingjly;nginsecls. 5. Universal Diagnostics Board 12LEDs monitor up to:U safetydrcuit.1 and store up 10 256 fault even1s. 6. Status Display Lights Upto 12 t!igh-intensil,/LED\ighls,visibll! up-IranI. indicate tI1e operating status of the boiler. 7. Construction The cabinei and aJl inlemal parts are made from galvanized,aluminlze!l or stainless steel.lheexterior . is protected by textured powder-coat paint, ideaUy designed tor indoor or outdoor installations.. Key Features .18 models 1rom 120,000 to 2,340,000 BTUH . Efficiency: . Boilers - 84% standan:J; 87% available on Models 302BE-2342BE . Water Heaters - 85% standard . 98% condensing system available (see Specialty Models) . Patented burner "security blanket" enhances staged combustion, minimizes installation and start-up issues, and protects burners from metal fatigue . 1050F minimum inlet water capabil1ty on standard models; 1200F on 87% boiiers . Copper finned tube heat exchanger; Cupro-nickel available . Bronze headers standard on water heaters, optional on boilers . Sidewall venting ready; No extractor needed for most applications . Dueled combustion air ready; TruSeal'" CSA-certified direct-vent available . Status display and advanced diagnostic lights for easy ~oubleshooting . Meets all NOx regulations ~ , JI 8. Central Point Wiring Factory-made wtre hamesses connect aU eleroical componenrnl0aneasy.to-iroubleshootcin:uitboard with mUlli-pin connectors. 9. Heat Exchanger Tubes Time-provenl;tlpperfinnedtubesandop1ional cupro-nickel IlJbes nand up to even the harshest watercolldltions. 10. Burners Special anoy pre-mix bumers provide clean, robust combustion and meet all tow NOx regulations. 11. HSI Access Panel A smaU jJanei provides mess to both Ihe hotsurtac(! igniter and Iheflame sensor to aid inspection and service. Op1ions . RayTemp - Demand-based set-point control maximizes energy savings in domestic hot water applications {See Cat. 5100.18) . SureRack - Seismic-certified rack for two boilers (See Cat. 1000.16) . TempTracker (Modeis 302B-23428) - 2- or 4-stage multi-function Raypak controller (See Cat. 5100.22) . Y-200 Boiler Sequencer - Provides additional functionality for multiple~boi!er installations. Compatible with LonWorks'" Building Management Systems (8MS) (See Cat #5100.22) . Cold Water Solutions (Models 302B-2342B) - Protect heater from harmful condensation during start-up and continuous-run cold water applications. (See Cat. #1000.19) . Low Gas Pressure (Models 3028-23428) - CSA-certified for 4" we supply pressure, natural gas only. 12 5-73 -122- 120 1G1 1-1/4 4 -"0 17 162 160 134 N/A 136 28-1/2 12-9/16 3/4 H/4 5 5 20-1/2 240 4.7 202 199 167 NJA 169 32-1/8 14-3/8 3/4 H/4 5 5 24-1/4 255 4.7 242 240 202 N/A 204 35-1/2 16-3/16 3/4 H/2 5 5 14 270 4.7 322 320 269 NJA 272 42-5/8 19-13/16 3/4 H/2 6 5 17-1/2 300 4.7 3028 300 252 261 255 36 18 3/4 2 5 6 18 380 6 402B 399 335 347 339 43 21-1/2 3/4 2 6 6 18-1/2 445 6 2 502B 500 420 435 425 50 25 1-1/4 2 6 6 22 545 6 6528 650 545 566 553 60-1/2 30-1/4 1-1/4 2 8 6 27-1/4 590 6 752B 750 630 653 638 67-1/2 33-3/4 1-1/4 2 B 6 30-3/4 675 6 9D2B 900 756 783 765 78 39 1-1/4 2 8 6 36 740 7 9928 990 832 861 842 57-118 28-9/16 2 2-1/2 10 10 16-13/16 900 <12 12628 1260 1058 1096 1071 66-1/2 34-114 2 2-1/2 12 10 21}9/16 1010 <12 1532B 1530 1285 1331 1301 79-7/B 39-15/16 2 2-1/2 12 10 24-3/8 1225 <12 3 1802B 1800 1512 1566 1530 91-1/8 45-9/16 2 2-1/2 14 10 28-1/8 1350 <12 20026' 1999 1679 1739 1699 102-1/2 51-1/4 2 2-1/2 14 10 31-15/16 1450 <12 20726 2070 1739 1801 1760 102-1/2 51-1/4 2 2-1/2 14 10 31-15116 1450 <12 23428 2340 1966 2036 1989 113.7/8 56-15/16 2 2-112 16 10 35-11/16 1520 <12 ~ Ratings are for natural or propane gas and lor elevations up to 5,000 ft. above sea level. For highIII' elevations, consult the factory. t Add "E" Suffix to model number. ; Current draw is for heater only, {SUpply breaker musl have a deJayed trip.) . Natura! gas Qnly.Nol available ftJr propane. .DIiIIIIiI____ frrdoor -- Ql1td'ao~ Floor'" 0" 0" 0" 0" Rear 1" 24" 12" 24" Waterside 12" 24" 36" 36" Other side 1" 24" 36" 36" Top 1" 1" UnobsmJcte<J Unobstructe<J front Open 24" Open 24" Vent 2" 2" N/A N/A " Do not install an carpeling. Watel'" Ha:rdrresS" I- '0- ~1&1!!~'" ___ED__ 122 1/8 1.1 1/8 1.3 1/4 6 162 1/8 1.1 1/8 1.3 1/4 6 202 1/8 1.1 1/8 1.3 1/4 6 242 1/8 1.1 1/8 1.3 1/4 6 322 1/8 1.1 1/8 1.3 1/4 6 302B 1/8 1.3 1/2 7 1/2 7 402B 1/8 1.3 1/2 7 1/2 7 5028 1/8 1.3 1/2 7 1/2 7 652B 1/8 1.3 1/2 7 1/2 7 752B 1/8 1.3 1/2 7 1/2 7 902B 1/2 7 1/2 7 1/2 7 992B 1/2 7 1/2 8 3/4 11 12628 1/2 7 1/2 8 1 14 1532B 1/2 8 3/4 11 1 14 18026 1/2 8 3/4 11 1 14 20026 3/4 11 3/4 11 1 14 2072B 3/4 11 3/4 11 1 14 2342B 3/4 11 3/4 11 1 14 Note: Current draw (Ampsl is for pump only. 13 5-74 ~-26-1!8 numOIJR \-- 13-1/8----< VENTTEHMIIlAl---...., i i 'f-- "1 : : Elf!:TRltAL H WATHlIN.,1 .-"! r CONNECTION HWAIEHOur-.. ~ i/ ' L '-" i I . \ i ", Ii , ca ----1 i I , , __-G GA~CQNNEl:nON , I 21H121 T i IS'ua I ! 1'~lf4 I~, L.l.L2 ~"\. I I ~M ! , 8-112~ 15-3/4 ~'b ' 11 ""1 I .,~ DRAWING 2 . MODELS 3028.9028 oJWl'l!l1L1.M!tl1-ot TClJMe~T1(JNMI ~ -25- IN1lT DIA. , r--- i "' ~1'118-i .IH/8...........: G KOPTIONAL "'" Ii, --1'- GAICDNNETJON R~lIflUE ',-' i /", CONNrnIONIIIA.--__. "_' I i I HWAT!mTl' I ~ HWAIElIN ' 34.118 31.1/4 I r-- ':11' I r- 2S-1/2 I;.IIZ l-1 \ '-UPGAUIiE DRAWING 3 . MDDElS 9928.23428 OPTIOMt PtlMPCOVEill \ I I / opnmw.pUMP 'L-~~ la-3i4 o.;~ ..ll ---' HI4J <" J.1i2-!-.--I-Wj.... I--A~--I KFlUE I ;-8=t DUlIJOOII CONNB:TIONDlA.-. j ___ --VE!lTTIRM!NAl I""", C:) T CPT""l CO,"U.""IR I '"_"__;-"1 i /""" MOIl\. //.rGOPTIDNAlGASi:CNNETlCN '/" MErCIA. I , I", J!!i' r 28.112 1 3-1f4-1 \-- w--.J OPTIONAl. /rI'UMPWVER ,',' \ \ L' , , I ~ \ .......J:H{4 \ I ----r "'- IJPTIONAt PUMI' 1-2-1/1 \ \ -; , ''-NlANUALSHUT-OfF &OIAGNOSTltPANEL A r--'-B-~ I.---OIfTDfIOR I ___-r-- 'imTTtJlItINAl --- 1 I i rTOPTIONAlC1JMIIUfIlONAIR / INLETDIA. ~/- G CFI'IONAI. GAl CaNNa;nIlN INlETDIA. I :tHIS I .~ III'TlaNAl //"Pl/NPetlVER \ c=J' \ .....c2-1/2 \ 2-112--.1 !.-""""""T '. '-MANUAl:HUT-OfF &DIAGNOIJ!I:PANEL , '. \-OPTIONALPUMP 14 5-75 . -_' MfmmufIJ'EIOI,{c"."2 . _ Ma.,mIT!!["",",^,::: -....--- .. iEiIIiImilEDlBeuMi 10 <1.0 20 -30 ""5.r- 7 <1~0 162 10 <1.0 27 30 5A 9 1.1 202 10 <1.0 34 30 5.5 11 1.9 11 <1.0 242 10 <1.0 40 44 11.8 9 40 10.0 2.7 14 1.3 10 322 14 lA 40 44 12.2 12 4.7 18 2.2 14 3028 20 <1.0 25 90 9.8 6 50 3.1 <1.0 4028 20 <1.0 34 90 10.0 7 67 5.5 lA 22 <1.0 5028 21 <1.0 40 90 lOA 9 84 9.1 2.3 28 1.1 21 6528 27 1.1 40 90 10.8 12 4.1 36 1.8 27 7528 32 1.5 40 90 11.3 14 ;-,': 5.7 42 2.6 32 9028 38 2.2 40 90 11.7 17 8.3 50 3.8 38 9928 42 1.3 40 132 13.1 13 5.2 55 2.3 42 12628 53 2.4 40 132 14.3 15 - 9.6 71 4.3 53 15328 64 4.0 40 132 16.5 19 15.7 86 7.1 64 18028 76 6.0 40 132 18.3 23 -"" 101 10.7 76 20028 84 7.9 40 132 19.0 25 Exceed. Maximum flo"t ':.\- 112 13.8 64 20728 87 8.5 40 132 19.0 26 ,'-" 'c..c.';'i' ",.;,...0:-' 116 14.8 87 <" -,.:.'......."., _!;~J;;i~:~t:;ii::,;~:,',~~:~, ,i 23428 98 12.1 40 132 21A 30 "",.,'-,..:.,,',' 131 21.1 98 " ,c,~,.:c,:, ',; , .'. '1' min... __i.IiI..." "-"!illa", IUiI_.. IiIDIIDEDDIIImIEIIBDlmJIiBlI!iilIilBBfiI"" . - Flow Rate" - - . , Max!mum Rowo . ~ - _ P-ressl:.!~e;: D~QPs; ~ 122 162 202 242 322 3028 4028 5028 652B 752B 902B 992B 1262B 1532B lB02B 2002B 2072B 2342B 20 20 20 20 20 40 40 40 40 42 51 60 71 87 102 113 117 132 2.5 2.5 2.6 2.7 2.7 2,0 2.0 2.1 2.2 2.6 3.9 2.7 4A 7.2 10.8 14.0 15.0 21A 10 14 17 21 27 13 17 21 2B 30 30 28 30 30 30 30 30 30 30 30 35 '44 44 90 90 90 90 90 90 132 132 132 132 132 132 132 5A 5.5 5.5 11.8 12.2 9.8 10.0 10.4 10.8 11.3 11.7 13.1 14.8 16.5 18.3 19.0 19.0 21A 7 9 10 9 12 6 8 9 12 14 17 13 lB 20 23 26 27 30 20 27 35 41 2.5 4.5 5.5 10.4 '" ~::::>' 21 27 2.7 4.7 less than'-Minfmum 'Flow .. . ~,_, ,".T. "'-".'--":~" 52 68 86 3.3 5.4 9.3 43 56 64 77 85 107 130 2.3 4.2 5.3 8.5 5.7 10.2 16.2 .'. ." ...-1'......IE\ii~.... BlmiEilI!!BI&IBiIBIIImI..IDBDBiI.... 302BE 402BE 502BE 6528E 7528E 9028E 9928E 12628E 15328E 1802BE 2002BE 2072BE 23428E FtawRate:s' 20 20 22 28 33 39 43 55 67 78 87 90 102 <1.0 <1.0 d.O 1.1 1.6 2.3 lA 2.6 4.3 6.5 8.5 9.1 12.9 26 35 40 40 40 40 40 40 40 40 40 40 40 90 90 90 90 90 90 132 132 132 132 132 132 136 9.8 10.0 10.4 10.8 11.3 11.7 13.1 14.8 16.5 18.3 19.0 19.0 22.6 42 51 2.6 3.9 PressureoDrops . ';; .' 26 <1.0 35 1.5 44 2.5 . , '~-I": '?1\\~:-' 57 4.4 . '. C._..... 65 6.1 78 8.9 86 5.6 -, .''-, 110 103 . ;..... . . ~.'~~:i..:~~j~'~~"8~~',16.5.. ,-.. ,- -;, ~:. ./::::;/~:;:~:~:\t:,-.;:,,~ '- j.-i less than: Minirnum Flow_ 23 <1.0.. .. 29 1.1 22 <1.0 38 2.0 28 1.1 44 2.8 33 1.6 52 4.1 39 2.3 57 2.5 43 IA 73 4.6 55 2.6 88 7.6 ffl 4.3 1M 11.5 n 85 116 14.8 87 8.5 120 15.8 90 9.1 136 22.6 102 12.9 15 5-76 NOTES: 98"10 ErlficianC'1 available with rondeming heat excl1'llnger. jSee Spllcially ModeJs an pg. 2.) Minimum Raw rates in clO!1!d systBtfl! may be reduced It! a flow ratel:Unmtent with a 400F .11 Maximum naw rates are Hmiled by rna~imum acteptabla velodty lhraugll the heat a;t;l1anger lubes and may I1a increased by 10% rar closed healing systems. Pre$SUI'II drap would increase 21'0. ,-C-'-:.:i'-": "' .-_c' .-<i';; . ..-'~, 71 87 102 113 117 132 4.4 7.2 10.8 14.0 15.0 21.4 '-..;,>j',:;A}~::;/~/:) .:;~:~i~~~~~f~t:i~~)e,7 6 8 10 13 15 17 13 17 20 24 26 27 30 52 69 87 3.3 6.0 9.7 . ~";>:;' '~"'.; :1I1I____-*___ImI__.- tTZZ- 120 - mz en 407-3~5 2"r 20C 175- 153 -T3S- 122 111 102 --94 gr--e 162 160 1629 815 543 407 326 272 233 204 181 163 148 136 125 116 109 202 200 2036 1018 679 509 407 339 291 255 226 204 185 170 157 145 136 242 240 2444 1222 815 611 489 407 349 305 272 244 222 204 188 175 163 322 320 3258 1629 1086 815 652 543 465 407 362 326 296 272 251 233 217 3028 300 3055 1527 1018 764 611 509 436 382 339 305 278 255 235 218 204 4028 399 4063 2031 1354 1016 813 677 580 508 451 406 369 339 313 290 271 5028 500 5091 2545 1697 1273 1018 848 727 636 566 509 463 424 392 364 339 6528 650 6618 3309 2206 1655 1324 1103 945 827 735 662 602 552 509 473 441 7528 750 7636 3818 2545 1909 1527 1273 1091 955 848 764 694 636 587 545 509 9028 900 9164 4582 3055 2291 1833 1527 1309 1145 1018 916 833 764 705 655 611 9928 990 10080 5040 3360 2520 2016 1680 1440 1260 1120 1008 916 840 775 720 672 12628 1260 12829 6415 4276 3207 2566 2138 1833 1604 1425 1283 1166 1069 987 916 855 15328 1530 15578 7789 5193 3895 3116 2596 2225 1947 1731 1558 1416 1298 1198 1113 1039 18028 1800 18327 9164 6109 4582 3665 3055 2618 2291 2036 1833 1666 1527 1410 1309 1222 20028 1999 20353 10m 6784 5088 4071 3392 2908 2544 2261 2035 1850 1696 1566 1454 1357 20728 2070 21076 10538 7025 5269 4215 3513 3011 2635 2342 2108 1916 1756 1621 1505 1405 23428 2340 23825 11913 7942 5956 4765 3971 3404 2978 2647 2383 2166 1985 1833 1702 1588 122 120 1236 618 412 309 247 206 m 155 137 124 112 103 95 88 82 162 160 1648 824 549 412 330 275 235 206 183 165 150 137 127 118 110 202 200 2061 1030 687 515 412 343 294 258 229 206 187 172 159 147 137 "242 240 2473 1236 824 618 495 412 353 309 275 247 225 206 190 m 165 322 320 3297 1648 1099 824 659 549 471 412 366 330 300 275 254 235 220 3028 300 3091 1545 1030 773 618 515 442 386 343 309 281 258 238 221 206 4028 399 4111 2055 1370 1028 822 685 587 514 457 411 374 343 316 294 274 5028 500 5152 2576 1717 1288 1030 859 736 644 572 515 468 429 396 368 343 6528 650 6697 3348 2232 1674 1339 1116 957 837 744 670 609 558 515 478 446 7528 750 7727 3864 2576 1932 1545 1288 1104 966 859 773 702 644 594 552 515 9028 900 9273 4636 3091 2318 1855 1545 1325 1159 1030 927 843 773 713 662 618 9928 990 10200 5100 3400 2550 2040 1700 1457 1275 1133 1020 927 850 785 729 680 12628 1260 12982 6491 4327 3245 2596 2164 1855 1623 1442 1298 1180 1082 999 927 865 15328 1530 15764 7882 5255 3941 3153 2627 2252 1970 1752 1576 1433 1314 1213 1126 1051 18028 1800 18545 9273 6182 4636 3709 3091 2849 2318 2061 1855 1686 1545 1427 1325 1236 20028 1999 20596 10298 6865 5149 4119 3433 2942 2574 2288 2060 1872 1716 1584 1471 1373 20728 2070 21327 10664 7109 5332 4265 3555 3047 2666 2370 2133 1939 1777 1641 1523 1422 23428 2340 24109 12055 8036 6027 4822 4018 3444 3014 2679 2411 2192 2009 1855 1722 1607 _____________B___ 3028E 300 3164 1582 1055 791 633 527 452 395 352 316 288 264 243 226 211 4028E 399 4208 2104 1403 1052 842 701 601 526 468 421 383 351 324 301 281 5028E 500 5273 2636 1758 1318 1055 879 753 659 586 527 479 439 406 377 352 6528E 650 6855 3427 2285 1714 1371 1142 979 857 762 685 623 571 527 490 457 7528E 750 7909 3955 2636 1977 1582 1318 1130 989 879 791 719 659 606 565 527 9028E 900 9491 4745 3164 2373 1898 1582 1356 1186 1055 949 863 791 730 678 633 9928E 990 10440 5220 3480 2610 2088 1740 1491 1305 1160 1044 949 870 803 746 696 1262BE 1260 13287 6644 4429 3322 2657 2215 1898 1661 1476 1329 1208 1107 1022 949 886 1532BE 1530 la135 8067 5378 4034 3227 2689 2305 2017 1793 1613 1467 1345 1241 1152 1076 18028E laoo 18982 9491 6327 4745 3796 3164 2712 237"3 2109 1898 1726 1582 1460 1356 1265 2002BE 1999 21080 10540 7027 5270 4216 3513 3011 2635 2342 2108 1916 1757 1622 1506 1405 20/26E 2070 21829 10915 7276 5457 4366 3638 3118 2729 2425 2183 1984 1819 1679 1559 1455 23428E 2340 24676 12338 8225 6169 4935 4113 3525 3085 2742 2468 2243 2056 1898 1763 1645 NOTE: 98%efficieneyavaiJablewi1hcandensingtleal~xchanget(SeeSpec!altyMcdelsallpg.2.) 16 5-77 ~'t . ,..,~ HltJIELTA~. ASME, National Board Registered, 160 PSI Heat Exchanger Tubes Pressure RelietValve Temperature & Pressure Gauge Pump 120V, Single-Phase . 120V Power Supply - Economaster II Pump lime Delay Diagnostic Display - Temperature Controller Hot Surface Ignition System High Gas Pressure Switch low Gas Pressure Switch Blocked Ven1 and Air Pressure Switches High Umit Switch low Water Cut-Off, 24V Flow Switch .-.,.'-.,'."..,'--,-'-,'........, .' ,. --'.-:>}.::~~:-'~~;;~>'.::; 'C" - BOllers(T\'pe HI" Wat"'Heare,,,(T.'ipeWj;I)C Ill-In J02I-9II'lt'; 9IJ2B:.ll42t:.Tm:UZ-:>iII2J.!!021: 991B;.~2B, On/Off (H4, WH1) 2-Stage IH3, WH3) 3-Stage (H8, WH8) 4-Stage (H9, WH9) Natural Gas Only .(2),0 ~~ .~h'; rn ,N/A . "'D~ -".:-(6)'. . ,0 N/A NlA: . , N/A' (2) (3) NlA N/A .. O~: '-,-.-- H Stamp '" HlW StJlmp Copper " ,Cupro Nicker ' Bronze- Cast [ran 30, 45, 60, 75, 125 & 150 PSI Avallab[e :. N/A . o o '. e. . '0 . N/A . ,0, o ., .. o o . NIA. . o o . .. . . o NlA . . o . o . o o , N/A . . o .' o ., . '0"': o N/A .' o o ,0 o o :. o I Firing Mode m 4" WC Supply Pressure I TruSeal Direct Vent System : Air Filter, Room Air Nr Filter, Ducted Outside Air Efficiency (98% available; See Specia[Iy Models) Combustible Floor Rated Alarm SY'tem Vent Terminal Right-Hand Water Connections CSD-lIGE GAP Control System low NOx Compliance Cold Water Start, Cold Water Run Nat~; t standard on anloff !Joilers ~H4); Optional on .01 others ,"/2.StandatdCf1 Mcdel1J02B and 402B: Opticnal an Models502B.9029 '::::3: OptionaJ on McdelsJ02B and 402B; Standafd on ModelsSIJ2S.902B .".. on 992B;OptionaJon 12629-2342B en Mudel992B;Standaraen Mndels12629-2342B With 12OV/24V Transformer ". 0 . II 0 '. Single Phase . 0 0 0 . 0 256-Event Memory N/A 0 II NlA II 0 On/Off, Mechanical 0 0 0 0 0 0 2-Stage, Mechanical 0 0 0 0 0 0 2-Stage, Digital 0 0 0 0 0 0 4-Stage, Digital 0 0 0 0 0 0 4-Stage, Raytemp (Digital) 0 0 0 0 0 0 Y-200 Serle<. Digital 0 0 0 0 ,0 0 3-try ,.",: . . . . 0 1-1ry N/"""" 0 0, N/A 0 0 0' .0 0 0 0 0 , 0 0 0 >'0 0 . II" II '., . ,'. .,. Manual Reset, Adjustab[e . ,0 ',0', '.. . . Automatic Reset, Adjustable ','(1)' (1) ''0: '0 0 0 Knowflow Sensor " ,.." .: N/A NlA . N/A N/A With manual reset and test button 0 :0' .:'0', .. 0 0 0 0 ,Oi>, LO 0 0 ,0 --. .'.,..""".,.,-_~,C' 84% (Category I) 85% (Category I) 87% (Category II) Outdoor and Through-the-Wall,'-}i Meets all current requirements Cold water protection systems 6 Nol avaitable on Model 2002B 7 ~0!app!icablaforModel!:ro28and4029; 8 Standard on Models 9928.2002B; Models W72B and requil'llsile !estlnqand have different emis:sians re'lu' (Consuftlal:lOl"jJ ' 5-78 o o (4) (5) .'(6) ..;,-"..,..".-.-, Condensing High-efficiency System for Pool, DHWand Heating The Raypak Hi Delta with CHX achieves an unequaled 98% thermal efficiency at full fire. It combines the reliability of the Hi Delta heater with an optional CHX heat exchanger which prevents condensation in the heater's primary combustion chamber. The result - an ultra high efficiency heater that lasts. Top-mounted CHX shown ifm lONiVI?PJ(,' , ':~~::2~" ~" ~ rw r'~rt Mat~c~tlol ~ ~ ta ~ . 98% thermal efficiency at full fire . Top or rear CHX mounting options: low profile or small footprint, your choice! 399,000 - i,999,000 BTUH in single- heater configurations; up to 4,000,000 STUH using racked heater I CHX systems Improved load-tracking with up to eight firing stage~ Self-contained secondary heat exchanger can be inspected and maintained without disturbing the vent or plumbing connections . Exceeds all NOx emission standards Straight tube heat exchanger outlasts other designs and facilitates scale-free operation - ideal for DHW applications Fully-engineered rack systems simplify jobsite installation and set-up Indoor I Outdoor installation Fully certified vent systems available Full range of control options offering Building Management System compati- biity and single-source accountability Front-access heater controls, burner and heat exchanger 5-79 Top-mounted CHX Rear-mounted CHX o DHW (dual pump) piping shown Pool Heating or Low-temperature System (primary/secondary) piping shown Stacked Boilers and CHXs Space Heating (primary/secondary) piping shown o Vent Syst~11t Flexibility ",'ft )/ ,/-/.... Vent Fan/Extractor Maximum Fixed Speed Fixed Speed Fized Speed Variable Speed Typical Inlet Water Roof-mounted Inline Wall- or Ceiling-mtd. Roof/Sidewall Applications Temperature Bar. Damper Bar. Damper Bar. Damper No Bar. Damper Heat Pump" Up to 100 0 F Cat' Cat IV Cat 1 Cat IV Pool PVC or "S" Vent PVC PVC or "B" Vent PVC I"~ DHW, Snow Melt Cat 1 Cat IV Cat I Cat !V '7 Radiant Floor Upto12Q"F CPVG or "B" Vent CPVC CPVc or "8" Vent CPVC ~ , , DHW, 120' F to 140' F Cat IV Not Not Cat IV , Radiant Floor CPVC Recommended Recommended CPVC Hydronic, Above 140 . F Cat I Cat IV Cat I Cat IV Process Water Steady State "B" Vent AL29-4C "8" Vent AL29-4C ....';. ;., " , .-j'.'" , , , ~ I~tii:;,.,~~tili#t~; ,- rHE HOT WATE'R MANAGEMENT EXPEllTP" RAYPAK. INC, 2151 Eastman A\lenue . Oxnard, CA 93030 B05.278~5300 . Fax 800-872-9725 ( www.raypak.com ) (:1~) 19 5-80 CHX for Hi Delta Model CHX H WATER INLET -h~~ 1Q-3J4 4-31" '., 4-314 Dimensions are in inches DR' -.- KFLUE CONNECTION u"j-'-'@ V OVTlET(TYP) LL8 FRONT Hi Delta with CHX --.,.........- o Top CHX CONDENSATE TRAP (1/2" PLUG) RIGHT SIDE ORear CHX . Dimension can be increased approx. 2" using adjustable feet H WATER OUTlET T CONDENSATE CONNECTION z ~. o Stacked CHXs CHX HI DELTA wmt CHX HIDeItaI OOTUH A .. F' po U' O' T K H Ship.Wl TopCHX R.arCHX St.ckedCHXs CHX Modet Input 0...... Width Height NPT NPT (Ibs) X Y Z X Y Z X Y Z 402I5()Q.6 399 391 23-1/4 24-11/16 11h11. 11 22-1/4 1J.J/' 112 6 2 250 61.112 66-112 39-1/2 43 56 51 48-112 77-1/2 68-112 5021500-6 50a .90 23-114 24oft/16 18-3/4 11 22.tJ4 1J.J/' 112 6 2 250 65-112 66-112 39-112 50 56 57 55-112 77-112 68-1/2 6521S0Q-8 65a 637 23-114 24-11116 18-314 11 22-1/4 1J.J/' 112 8 2 250 7S 66-112 39-112 60-1/2 56 56-112 66 11-112 71 7521750-8 75a 735 2:;"1f4 30-11116 24-118 18 'Z!.3I4 16-1/2 112 8 2 275 78 71 39-112 61-1/2 56 56-1/2 T3 sa 71 9021750-8 900 882 23-1/4 30-11/16 24-1J8 15 'll.3I4 16-1/2 112 8 2 275 83-112 71 39-112 78. 56 58-112 83-112 sa 71 9921100Q..10 "" 970 21h11' 39 33 21-518 39-~8 21!-518 112 10 2-1/2 300 7S 89-112 46-112 57.112 65--1/2 73-112 62-1/2 102 110-112 126211000-10 1260 1235 28-314 39 " 21-518 36-~8 21!-~8 112 12 2-1/2 300 81-112 89m <\6.1/2 68-112 65-112 73-112 74 102 106 153211500-12 1530 1499 34-114 .9 .2 19-112 46 20 ~4 12 2.112 350 88 99-1/2 46-112 sa 65-1/2 7J..1J2 S5-112 112 106 180211500.14 1800 1764 34-114 49 42 19-112 46 2Q ~. 14 2-1/2 350 102-112 99-112 46-112 91-1/2 65-112 78-1/2 98-112 112 115-112 200211500..14 1999 1958 34-1f4 '9 42 19-112 .6 20 ~4 14 2-1/2 3SO 106 99-112 46-112 102.112 65-112 78-1/2 107,1/2 112 115-1/2 RATES OF FLOW AND PRESSURE DROPS 2O'f11T 3O"f.4.T <<I'f4T Maximum Flow 0- Aow ""lftl "'"' ""1ft} "'"' ""Iftl GP. HI"''' CHX Hi Delta CHX IGPO) HI Delta C"X lOOMI HID." CHX IGPM) HI Deb CHX ""1ft, 4T!"!') ""1ft, 4T!"!') 402 SOO-< 34 1.5 a.5 :12 <1.0 01 NlA NIA NlA 90 10.0 7 3.0 1.2 S02 SOO-< 42 23 0.6 28 1.1 a.4 21 <1.0 02 90 10.5 9 3.a 1.5 652 """ 55 4.0 12 36 1.6 o.e 28 1.a a.' 00 10.7 12 3.a 2.0 752 7"'"' 64 5.5 20 42 25 OJ 32 1.4 O~ 00 11.0 14 3.5 23 902 7",", 76 63 26 51 3.6 1.2 36 21 a.7 90 11.8 17 3~ 2.6 992 1000-10 64 5.6 4.0 56 2.5 1.9 42 1.4 1.1 132 14.0 13 9.2 2.2 1262 1000-12 107 10.0 <2 71 '.5 <9 54 25 1J 132 15~ 16 9.2 2.7 1532 1500-12 13a 16.0 10.0 86 7.1 4.7 65 '.0 2.6 132 16.5 '" 10.t 3.3 1602 1500-14 NlA NIA NIA 102 10.8 6.3 76 6.a 3.7 132 18.0 23 10.1 3.8 "'02 15CQ.14 NlA NlA NlA 113 14.0 7.7 65 6.1 '.5 132 19.5 28 10.1 '.3 For Hydrcnic applications, minimum flow rates are at40"F doT, except on mcdel402 which is 20 GPM. For Pool appflcations, use 2(J'F t. T or Maximum Flow column, as appropriate. For series piping, add the pressure drop of the boiler, CHX and piping !o size the pump. For dual-pumped Domestic Hot Water, size the heater plJl11p for the pressure drop of the ..Ieded heater pius the pressure drop of the p~ing. Size the CHX pump for 40 GPM @0.7 ft. of head for models 402 10 902 and for 60 gpm @ 2.2 ft of head for models 992 to 2002 plus the piping. Raypak, Inc. . 2151 Eastman Avenue, Oxnard, CA 93030' (805) 278-5300' Fax (800) 872-9725' www.raypak.com 20 5-81 - COMMERCIAL - ........ RUUD ~ - DESIGNED WITHYOU IN JvDNI)M $KRAGE 'DWKS RI .wRI · DCommercial 8torage Tanks are vertical tanks designed for applications that require large quantities of hot water in short periods of time. When used in tandem with RHEEM/RUUD Commercial water heating equipment, these storage tanks provide the flexibility needed for many Commercial applications. Installed individually, or in parallel manifold, these storage tanks can provide 80% draw capability without an appreciable temper- ature decrease in single temperature applications. Construction Features: u::J\IG UFE 'IJ1\I( 1:ESIc:N "Proprietary steel formulation with two coats of high tempera- ture porcelain enamel to maximize corrosion resis- tance resulting in a superior tank design. Two heavy duty magnesium anode rods are installed for longer tank life. S r- MIING 1:ESIc:N "Unlike other stor- age tanks, the 8T80 and 8T120 can pass through a 30" opening and the 8T175 only requires a 33" opening - ideal for boiler room doors. EfROINT 1:ESIc:N "2" of rigid polyurethane foam insulation provides superior insulating quali- ties resulting in reduced operating costs. Our patented process of injecting foam into the insulat- ing cavity adds addftional durability and toughness to the baked enamel steel outer jacket. 'IJ1\I( a:ININGS "Circulating line connec- tions and hot outlet are 2" NPT on 8T80, 8T120 and 2-1/2" NPT on the 8T175. Other openings are provided for relief valve and temperature control. 8T175 equipped with a hand-hole cleanout. SQ 115,.., 175 '-..8111 rI\I O'A'D1IES I&VE rJI"'W"EI c AR~ I:' 5 'YE'AR UM1BJ VIMRANIV ~UId" NJINIR1D KI1S "Factory kits are available for 8T80 and 8T120 models. Copper sweat fittings and tubing are precut and packaged at the factory. Each component is identified for ease of assembly and installation. This method will assure that multiple tanks (2, 3 or 4) will perform as a single unit and give the advantage of extreme fle<ibility. Certifications and Ratings: EfROENCf "These models exceed the minimum efficiency requirements of ASHRAE Standard 90.1 b-1992 (Part of the Federally mandated Energy Po6cy Act (EPact). CPOS O\IALCXI\IS1RJCIICJ\I iilASME construction is available on all storage tank modeis: ST80A, ST120A and T175A. 21 5-82 PROJECT SUMMARY Although the Parkway Pool Solar and Boiler project falls well within the scope of work that Beckman Electric and Pacific Pool Plumbing Inc. are licensed for by the State of California Contractors License Board, neither entity car- ries the B General Contractors license that was required in your RFP. If it is necessary to have a B classification we could bring in a B licensed contractor. Concerns and questions: 1. Before a solar array can be sized the roof must be examined to determining it's load carrying capacity and the integrity of the existing structure as well as determine a method for attaching and distributing the load. The roof could be a limiting factor in the size or type of solar array that is ultimately used. 2. After the load carrying aspects of the roof are determined the size and layout of the solar array can be calculated. Serious consideration must be taken in the size of the solar array as percentage of surface area of the pool is the single largest factor in the performance of the system. 3. Should the gymnasium be re-roofed as part of the solar project? If so can the cost of the roofing be added to the total cost of the solar installation for rebate purposes? Re-roofing will add a significant cost to the construction and exceed the budget. 4. If the project continues with a copper glazed collector it is probable that a closed loop coolant filled system will offer several advantages. . . A. Warranty protection on the collectors. B. Extended system life. C. Lower cost to run the system. (1.5 hp pump rather than 5hp) 5. Is a 115 gallon hot water storage tank capable of supplying your needs and will it flow enough water through the existing boiler for proper operation? The Design Build Team of Beckman Electric and Pacific Pool Plumbing Inc. is looking forward to working with the City of Chula Vista on this project and knows that we can preform the work in a timely manner and within the budget after these questions are addressed. Sincerely David Beckman Beckman Electric Innovative Pool Products 22 5-83 EXHIBIT B 38 5-84 ~f~ ~ - -- -- -- '--- -..--.--- - - - - -- -- --- -- ------ CllY OF CHUIA VI Sf A REQUEST FOR PROPOSAL (RFP) TO PROVIDE DESIGN BUILD SERVICES FOR THE DESIGN AND RETROFIT INSTALLATION OF SOLAR PANELS AND A NEW BOILER AT THE PARKWAY POOL AQUATICS CENTER IN THE CITY OF CHULA VISTA, CA RFP ISSUED: June 4, 2009 SUBMITTALS ARE DUE BY: July 7,2009 City of Chula Vista Engineering Department 276 Fourth Avenue Building 200 Chula Vista, CA 91910 5-85 TABLE OF CONTENTS 1. INTRODUCTION................................................................................................................1 II SCOPE OF SERVICES ... ........ ... ...... ... ...... .... ......... ............ .... .................... .............. ... ..... ..2 A. Project Control (All Phases) ..........................................................................................2 B. Design Phase Services....... .... ... ............ ........................ ..... .... ........ ............. ............ .......2 C. Construction Phase Services ...... ............ .... ... ...................... .... ....... .... ..... ..... ......... .........4 D. Operations and Startup Phase Services ..........................................................................5 III DESIGN BUILDER SELECTION PROCESS....................................................6 IV REQUEST FOR PROPOSALS SCHEDULE.............................................7 V PUBLIC DISCLOSURE..... ..................................................................... ....7 VI SUBMITTAL REQUIREMENTS.............................................................. ....7 VII CONTRACT TERMS AND CONDITIONS......................................................9 ATTACHMENT!- SAMPLE DESIGN BUILD AGREEMENT....................................!! 5-86 The following Request for Proposal (RFP) pertains to the design, construction and installation of a new solar and boiler heating system. Firms with design build experience are being solicited to present proposals for review. Based upon the submitted information, qualified candidates will be interviewed and presentations will be rated as permitted by the City's Design-Build Ordinance. I. INTRODUCTION The City of Chula Vista is circulating this RFP to firms qualified to provide design build services to the City with: design services, value engineering, programming, construction and construction management for the design and installation of solar panels, solar blankets and boiler heating system for the Parkway Pool Complex in the City of Chula Vista. The City currently has a proposed budget of$250,000.00 for the design and construction phases of the project. All DBT members shall be licensed and registered with the State of California, as required. This RFP document describes the typical elements of a project, the required scope of services, the selection process, and the minimum information that must be included in the proposal submittal. This RFP is intended to allow for the following scenarios: . DB will combine work efforts with the City's current management team that has previously prepared the planning and/or conceptual documents. · DBT, created by the DB, prepares all planning and/or conceptual documents. . DBT, created by the DB, uses previously prepared planning and/or conceptual documents. All scenarios will result in continuing with design development, community out-reach, construction document preparation and construction of the project. This RFQ does not commit the City to award a contract, to pay any costs incurred in the preparation of submittals to this request, or to procure or contract for services or supplies. The City reserves the right to accept or reject any or all submittals received as a result of this request, to negotiate with any qualified source, or to cancel in part or entirely the RFP. The City reserves the right to reject any or all proposals in the City's sole discretion at any time prior to an award. 5 ~7 II SCOPE OF SERVICES The DBT shall design and install the equipment to comply with all the applicable federal, state and local laws, including the American's with Disabilities Act-Accessibility Guidelines (ADAAG) and Title 24 of the California Code of Regulations. A. Project Control (All Phases) The DBT shall develop and implement the following Project Management Plan and Procedures: I. Monthly project status reports (including schedule and budget updates) 2. Coordination/interface with the City and its other consultants/contractors 3. Progress meetings 4. Interface and communicate with other agencies, as directed by the City. 5. Vendors and subcontractors management 6. Document control 7. Schedule and budget control 8. Quality assurance and quality control B. Design Phase Services Utilizing the City's required standard specifications, facility program requirements, Federal, State and local laws, and City performance and design criteria, approved planning documents (if available), and reports that will be identified in the DesignlBuild contract, for a typical project, the DBT will: I. Prepare, submit and receive City approval for any site-specific planning/environmental documents, if required. 2. Prepare design development and construction drawings and specifications suitable for obtaining City approval and issuance of permits to allow for construction. 3. Complete the design for all elements of the projects, including but not limited to: landscape architectural, architectural design, civil engineering, structural engineering, mechanical design, electrical design and any specialty consulting area. 4. Incorporate the requirements of permitting agencies as may become apparent in the course of design. The DBI shall apply for and secure all permits and provide all necessary reports, studies and support required to obtain all required permits. In addition, the DBT shall research Air Pollution Control District and noise abatement requirements, along with any hazardous materials management requirements ofNFP A, Cal-OSHA and the City Fire Department. The DBT shall develop all appropriate environmental plans, 2 5-88 including but not limited to, an air pollution control plan, a noise abatement plan and a hazardous materials management plan. The DBT shall submit and obtain approval of an application for Storm Water Pollution Prevention Plan to the appropriate authority. If required, the DBT shall incorporate appropriate facilities in the design. 5. Conduct site surveys and geotechnical investigations to the extent necessary for final design. Survey and geotechnical information to be provided by the City may be preliminary in nature and may not have sufficient accuracy or scope to support final design. 6. Prepare cost estimates throughout all phase of project development. 7. Perform a value-engineering reviews to reduce cost/and or add value, utilizing all team members and City resources. Include recommendations to maximize energy efficient and build a "green" or low-pollution project. Prepare a Value Engineering Report of all considerations, recommendations and decisions. The goal is to maximize the quality of construction at a cost equal to or below the Project Budget. 8. Perform Quality Control (QC) Review of the Drawings and Specifications throughout all phases in order to correct errors and omissions and reduce the quantity of Change Orders during the course of construction. Include a detailed review of drawings and designs relative to Code Compliance Laws. Organize and publish detailed QC Reports based on all findings. 9. Establish a Critical Path Method (CPM) Construction Schedule. Monitor and update to keep the project on schedule. 10. Establish a bidding strategy. Identify, contract, and procure long lead items. Create early bid packages where applicable. II. Provide construction cost control estimates during the design to support value engineering and constructability reviews. 12. Identify all permit requirements and prepare applications and support documents necessary for obtaining all permits. Permit fees are not a part of the cost of construction of the project. 13. The DBT shall be required to provide a cost estimate that will be used to establish a Guaranteed Maximum Price (GMP). Any savings at the end of the project will be deducted from the GMP and returned to the owner. 14. During the bidding of the Project, the DBT shall: a. Create appropriate subdivisions of work into Bid Packages that reflect the major items of work. A detailed scope of work will be included with all bid packages. 3 5-89 b. Secure a minimum of three complete and competitive bids for each package. c. Receive and resolve all RFI's and bid questions. d. Schedule meetings with the City to open and review bids for each subdivision of work. Review bids in detail. ClarifY Scopes ofW ork, exclusions, etc. Ensure bids match DBT Scope of Work. e. Provide cost spreadsheets which compares actual bids to cost estimates. 15. Prepare draft Operations Manual Index to serve as the basis for preparing the [mal operations Manual during the construction phase. C. Construction Phase Services The DBT shall construct the facility in accordance with the approved construction drawings, specifications and associated permits. The DBT shall also: 1. Conduct weekly team meetings with the City and appropriate design team members during the course of construction to review the status of the proj ect. 2. Ensure the workmanship and materials provided are in accordance with the Project Specifications and the Architects meet or exceed quality construction industry standards for this type of work. 3. Provide list of required shop drawing submittals. Review shop-drawing submittals for technical and code compliance. Provide copy to the City for review and comment. 4. Provide resident engineering, contract administration, and inspection staff, including specialists necessary for the functional, safe, on budget and on- schedule completion of the Project, starting with the issuance of a Notice to Proceed from the City and extending through issuance of Notice of Completion and Acceptance. City staff will also perform inspection to verifY compliance with the plans and specifications, permits and contract documents. 5. Ensure construction compliance with applicable local, state, and federal codes, building and environmental permit requirements, and construction mitigation documents and enforcement of the Contract Documents. 6. Purchase and install all necessary equipment and witness all factory and field component, equipment and system testing as required by the project Contract Documents. 7. Submit the proposed QNQC Plan to the City for review. The Plan shall not be implemented without written approval of the City. 4 5-90 8. Provide surveying, and other contracted services as required completing projects construction. Coordinate City contracted testing and inspection services during the course of construction. 9. Develop, implement and manage a construction phase Quality Assurance/Quality Control (QAlQC). The Plan shall include but not be limited to; I) a statement and definition ofQAlQC goals; 2) an identification of QNQC criteria and elements; 3) development of the project QNQC implementation plan; 4) development of the QNQC materials, components, equipment and system testing plans; and, 5) enforcement of the plans and specifications. 10. Be responsible for preparing the Critical Path Method (CPM) schedule utilized during the project construction and startup activities. Use Microsoft Project scheduling software consistent with the City reporting system. II. Develop a project-specific Plan for defining, tracking and reporting cash flow activity requirements and submit such plan to the City for review and approval prior to implementation. 12. Develop a project-specific Change Order Administration Plan for review and approval by the City. Upon written approval of the Plan, the DBT shall initiate implementation. The Plan shall define the required Change Order procedures, including requirements for requesting, developing, approving, and filing. 13. Implement and maintain an internal records management and document control system as required to support project operations. The DBT shall provide records management and document control information in a manner consistent with the citywide Prolog Management reporting/filing system. 14. The DBT shall develop an on-site Project Safety Plan for review and approval by the City. The DBT shall administer and enforce the City approved on-site Project Safety Plan for the Project. The DBT shall monitor and enforce construction responsibility for safety and health issues relating to all workers at the Project Site. This shall include workers in direct employment to the Contractor and workers involved in a subcontracting, equipment supply, or any other project-related oral or written arrangement with the DBT. 15. Report accidents, claims, and other on-going safety related issues to the City in a manner consistent with Citywide reporting systems. D. Operations and Startup Phase Services 5 5-91 1. The DBT shall prepare, submit for City review and written approval a Project Startup and Testing Plan for the Project. The DBT shall fully implement the plan. 2. The DBT shall conduct Operator Training Sessions for personnel. 3. The DBT shall supervise, manage, and coordinate all project startup and testing activities for all systems. 4. Provide operation and maintenance manuals for equipment purchase and installed by DBT. 5. The DBT shall report progress of project startup and testing to the City in a manner consistent with the City's reporting system. 6. The DBT shall coordinate and expedite record drawings and specifications. 7. The DBT shall prepare final accounting and close out reports. 8. The DBT shall prepare occupancy plan reports. 9. Post Construction: DBT shall coordinate an II-month walk through of the Project to review guarantee/warranty items. DBT shall coordinate all corrective work with the responsible parties and the City. The DBT shall report to the City all guarantee/warranty disputes. The DBT shall proceed to resolve such disputes after having submitted to the City for review and approval the DBT's approach for obtaining resolution of the dispute. III DESIGN BUILDER SELECTION PROCESS Candidates will compete first on the basis of experience, design talent, past performance, resources, construction and management skills. Selected DB may be requested to coordinate and negotiate with a City appointed team that has been involved in the planning/conceptual design of the project. Contracts will be awarded in accordance with the Chula Vista Municipal code and the Design/Build ordinance as outlined in Section .257 of the Chula Vista Municipal Code. IV REQUEST FOR PROPOSALS SCHEDULE The following schedule applies to the solicitation, receipt and evaluation ofthe SOQ and the selection of the DB. This RFP schedule is subject to modification in the City's sole discretion: Advertise and Issue RFP SOQ Submittals Due City conducts Interviews with Qualified Candidates City Council Certifies DB June 4, 2009 July 7, 2009 July 21, 2009 August 11, 2009 6 5-92 V PUBLIC DISCLOSURE Under the California Public Records Act Under the California Public Records Act (California Government Code Section 6250 et seq.) records in the custody ofa public entity generally have to be disclosed unless the information being sought falls into one or more of the exemptions to disclosure set out in Government Code Sections 6254 through 6255. The cover letter of the submittal should contain a paragraph that states whether or not DBT believes that its submittal does or does not contain information that falls into one of the exemptions of Government Code Sections 6254 through 6255 and whether or not DBT considers such information to be confidential. In the absence of a declaration, City may be obligated to disclose proposal to any party that requests it. Regardless of assertions of confidentiality, proposal contents may still be disclosed if City, or a court with j urisdiction, determines that such proposal is a public record requiring disclosure. VI SUBMITTAL REQUIREMENTS The submittal deadline is July 7, 2009, no later than 4:00 P.M. (PST) at the City ofChula Vista, Public Works and Engineering Department, 276 Fourth Avenue Building 200 Chula Vista, CA 91910 I. Three (3) single-spaced copies, no more than 50 pages in length excluding exhibits and appendices, are required for submittal. Submittals should be as brief as possible, while adequately describing how the DBT will approach the design build work program. Proposal creativity is encouraged, but extravagance in proposal style and format is discourage. Statement of Qualifications (SOQ) shall include: A letter of interest Summary of Qualifications Fundamental organization of a design build project Organizational Chart for project Team Design Fees Design Build Fee structure Estimated component I installation pricing Schedule of Rates Resume (of key DB members) Detailed Design Build experience Client References 2. The submittal should focus on previous experience developing public projects as well as knowledge of issues germane to large scale development projects, a demonstrated ability to implement creative solutions to complex 7 5-93 planning issues and a demonstrated ability to complete complex tasks within the parameters of a fast-paced performance schedule and within the terms of the contract. 3. The submittal shall also provide the name, title, address, and telephone number of individual(s) with authority to negotiate for the candidate and also who may be contacted during the period of submittal evaluation. 4. Statement of the DBT's ability, if selected, to enter into a City contract with the City ofChula Vista, and ability to avoid conflicts of interest on this or any other public or private projects. 5. Other Information a. Description of insurance coverage for prime respondent and co- venture partner(s) (types of coverage and policy limits, deductible, exclusions, and outstanding claims). b. Description of in-house resources for prime respondent and co- venture partner(s) (i.e., computer capabilities, software applications, model protocol, and modeling programs, etc.) c. Respondents should provide, on a strictly confident basis, the following information: I) Audited financial statement for the last three years 2) List of projects completed in the last year 3) List of proj ects currently under development, or construction with status, development schedule and financial commitment 4) List ofprojects currently involved in litigation or unresolved claims for the contract 7. Incomplete submittals, incorrect information, or late submittals may be cause for immediate disqualifications. VII CONTRACT TERMS AND CONDITIONS City retains the right to reject any or all submittals. All respondents should note that the execution of any contract pursuant to this RFP is dependent upon the approval ofthe Chula Vista City Council in its sole discretion. Selection is also dependent upon the negotiation of a mutually acceptable contract with the successful respondent. The contract shall be prepared on a form acceptable to the City. The form of compensation shall be negotiated. The City reserves the right to proposed a variety 8 5-94 of compensation structures, including: I) time and materials not to exceed, 2) guaranteed lump sum, and 3) percentage of project costs. City reserves the right on a project specific basis to request insurance including but not limited to increased limits of Liability coverage, CA admitted carriers A.M. Best rated no less than A V, Additional Insured Endorsement which does not exclude Completed Operations, Excess Liability, Pollution Liability, E&O / Professional Liability Extended Reporting Period excess of 2 years, Completed Operations Coverage of up to ten years, Contractor Controlled or "Wrap Up" Insurance Program, Bonds. Each submittal shall be valid for not less than one hundred and twenty (120) days fiom the date of receipt. The firm(s) selected to perform the work described in this RFP will be required to provide minimum evidence of insurance as follows: 1. Commercial General Liability insurance, ISO CG 0001 Occurrence form, with limits of not less than $1,000,000 per occurrence per project. Policy to include endorsement naming City of Chula Vista, its officers, officials, employees and volunteers as Additional Insured against all liability of the DB, its subcontractors, and its authorized representatives, arising out of, or in connection with, the performance of work under the contract with the City. Policy is to be endorsed to state it is Primary to any other insurance available to the City of Chula Vista and that insurer will provide THIRTY (30) days written notice to the City Clerk of the City of Chula Vista of cancellation or material change. 2. Commercial Automobile Liability Insurance, ISO CA 0001 form, Any Auto code, with a combined single limit of not less than $1,OOO,OOO,_covering bodily injury and property damage for owned, non-owned and hired automobiles, and name the City, its officers, officials, employees and volunteers as additional insured's. 3. Workers' Compensation and Employer's Liability insurance, for all employees who are normally engaged in Work at the Project Site, with Statutory Limits for Workers' Compensation and not less than Employer's Liability limit for Bodily injury by Accident $1,000,000, each accident Bodily Injury by Disease $1,000,000, Bodily Injury by Disease $1,000,000. A Waiver of Subrogation shall be endorsed to the policy naming the City of Chula Vista. 4. Professional Liability insurance shall be required of said firm for professional liability or errors and omissions insurance with a per claim limit of not less than $2,000,000 for services performed by the Design contractors and any subcontractors performing design services. The policy shall contain an extended reporting period of not less than 2 years. 9 5-95 5. Builder's Risk Property Insurance may be provided by the DB. The DB will add the City, its officials, officers, employees and volunteers as Loss Payee. The insurance shall waive any right of recovery under subrogation for those insured under this policy. The limit is to reflect full replacement cost of hard cost construction values. Perils are to be all risk excluding Earthquake and Flood. Perils are to include any transportation risk but is to exclude any equipment, machinery, tools, or property of similar nature, owned, rented or used by DB or contractors. 6. Other Provisions. Prior to beginning Work under the Agreement, each and every contractor of any tier shall furnish Certificates of Insurance satisfactory to the City. All such certificates will contain at least the following provIsIOns: a. Thirty (30) days written notice to the City prior to any cancellation, non-renewal or materials reduction in coverage. b. The words "will endeavor" and "but failure to mail such notice shall impose no such obligation or liability of any kind upon the company, its agents or representatives" will be deleted from the certificate. c. Throughout the life of the Agreement, each and every contractor of any tier shall pay for and maintain in full force and effect, with an insurer authorized by the California Insurance Commissioner to do business in the State of California, the policies evidenced herein. The City reserves the right to modifY the insurance requirements or to substitute project insurance during contract negotiations. Bonds may be required for individual projects as required by City Policy. End of Request for Proposals 10 5-96 PART 2 SPECIAL PROVISIONS - TECHNICAL 2-1 WORK TO BE DONE The general scope of the project is the installation of one (I) new pool heating unit plus a new rack mounted solar panel system and solar pool blankets at the Parkway Pool Recreation Center, 373 Parkway Drive in the City of Chula Vista, California. The work to be done includes all labor, material, equipment, transportation, interaction with staff and scheduling necessary for the project as described in these documents. The DBT project will be turn-key and work in general includes, but is not limited to the following: an all new installation as outlined in, but not limited to the specifications listed below, the existing heater removal which will include protection of related components, disposal of removed equipment, new concrete housekeeping pads, installation of the new heating equipment, new exhaust ductwork, installation and integration of control systems and VFD pumps, commercial type glass/copper solar panels, construction of a rack system to support the solar panels, a new minimum 1 OOgal hot water tank and re-piping, solar pool blankets and storage reels, and construction of all appurtenances and other work as may be necessary to render the above improvements operational when the project is considered complete. The DBT must coordinate with SDG&E for all programs and incentives related to this type of project, DBT will be responsible to apply all rebates to the project cost. The items are to be constructed or finished and installed in a complete and workmanlike manner, in accordance with the plans, "Greenbook 2000" Standards and specifications. Bidders must have a valid certification from the California State Contractors License Board in B, with listed sub contactors in C-53 or C-61/D35. No other license classification will be accepted. Such other items or details not mentioned above, that are required by the plans, Standard Specifications, or these Special Provisions, shall be performed, placed, constructed or installed as required for a completely functioning system, a minimum specification follows: POOL HEATER Furnish labor and material to install Raypak 2002 High Delta ( min 2 million BTU )or better pool heater with secondary heat exchanger rated at min. 95% efficient. 1. Form and pour concrete service pad to elevate pool heater and protect from moisture anchor new pool heater to service pad. 2. Install gas piping from existing branch line to pool heater complete with new isolation valve, add 1 or 2 gas pressure regulators per manufacturer's requirements 3. Cap unused vent if necessary 5_1!b 4. ModifY electrical as needed to satisfY the load requirement of the new pool heater 5. Interlock the pool heater with the existing filter controller 6. Install Proper tee's, heater bypass, butterfly valves, and sub loop between new main line connections complete with a flow meter and balancing valve. 7. Properly balance system. SOLAR SYSTEM Furnish labor and material to install a completely new solar panel and rack mounted system with all necessary piping tied into the new boiler piping. 1. Install 79 new All Copper 4' x S' Glazed Solar Pool Heating Collectors, Radco Products Inc. or equal. 2. Secure collectors to new Aluminum rramed Rack with new mounting hardware. 3. Connect new collectors to new Copper Piping and install system isolation valves. 4. Supply and Install Cloth Inserted Radiator Hose rubber tubing and All Stainless Steel hose clamps to handle up to 212 0 F Hot Water in order to connect Collectors. 5. Supply and Install IS new 1 W' Bronze Flow control Globe Valves on Inlet side of each Collector array. 6. Supply and Install 9 - I Yz" new Brass Ball Valves. 7. Supply and Install IS new Brass Air Release Valves on outlet at the top discharge end of each collector array. S. Supply and Install IS new Brass Vacuum Breakers at a low point on each array. 9. Supply and Install IS new Yz" brass ball valves as drains for each collector array. 10. Remove and recycle materials rrom existing Solar Collectors. Hot Water Storae:e Tank I. Provide and install a new commercial IOOgal minimum hot water storage tank. 2. Connect to new boiler and solar piping, install isolation valves and new insulation as required. 3. Dispose of old tank. 12 5-98 -~ Pool Solar Blankets and Storage Reels. 1. Provide custom sized pool solar blankets wi 5yr warranty provided by Lincoln Aquatics or equal. 2. Provide appropriate sized storage reels. See attached documents for additional information. 13 5-99 ATTACHMENT 1 SAMPLE DESIGN BUILD AGREEMENT 14 5-100 DESIGN BUILD AGREEMENT FOR [INSERT PROJECT NAME] PROJECT This Agreement shall be for the design and construction of [INSERT NAME OF PROJECT] and the payment of permitted costs therefore ("Agreement"). This Agreement is made and entered into this . by and between THE CITY OF CRULA VISTA, a municipal corporation ("City"), and [INSERT NAME OF DfB], a [ENTER TYPE OF CORPORATE ENTITY AND PLACE OF INCORPORATION] ("Design Builder or DIE"). City and DIE, when referenced herein, may be referred to individually as "Party" and collectively as "Parties." This Agreement is entered into with reference to the following facts: RECITALS 1. [INSERT]. 2. [INSERT]. 3. [INSERT]. + [INSERT]. 5. [INSERT].As part of that effort, on [INSERT DA TE], the Department of Public Works, Engineering Division, issued a Request for Proposal (RrP), pursuant to Ii 2.57 of the City's Municipal Code, to design and construct replacement structures ("Project") to qualified Design-Build fInns off the Priority List. 6. [INSERT]. 7. Following interviews of all [INSERT#] respondents, DIE was selected as the respondent who best met the design, monetary, and time criteria of the project with whom City could negotiate an agreement. 8. As part of DIE's proposal, DIE submitted a "Not to exceed Gross Maximum Price" of the Project in the amount of [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERIC AMOUNT]) ("Estimated Cost"I"EC"). 9. Following City's approval of90% Construction Documents ("CD"), DIB shall submit a guaranteed maximum price ("GMP"), not to exceed the Gross Maximum Price, for which the Project shall be designed and constructed. 10. DIE shall complete the Project, as a public improvement, according to plans and specifications approved by City, for an amount not to exceed the GMP. NOW, THEREFORE, in consideration of the recitals, mutual obligations of the Parties, the covenants and conditions herein, and for other good and valuable, the sufficiency of which is hereby acknowledge, the Parties agree as follows: 5-101 ARTICLE I. DEFINITIONS ADA: The Americans with Disabilities Act of 1990 and any amendments thereto. Acceptance: Final approval by the City Inspection Team following the Final Inspection that Project Improvements are complete and work required on the Punch List has been [mished. As-Builts: Project Record Documents that are the Contract plans modified from the original concept of the design to reflect the actual product built. CEQA: California Environmental Quality Act. Calendar Day(s): All days of the week, holidays and weekends included. Change Order: A written order, approved by City, authorizing a change in the work to be performed. City: The City ofChula Vista. Unless specifically provided otherwise, whenever this Agreement requires an action or approval by City, that action or approval shall be performed by the City representative designated by the Agreement. City Council: The City Council of the City ofChula Vista. City's Project Administration Costs: Charges that City incurs to: (i) administer the acquisition of the Property, (ii) review and approve the plans and specifications for the project iroprovements, and (iii) inspect the project improvements during construction, until completion and Acceptance of the Project. Contract Documents: Including, but not liroited to: Contract Addenda, Notice Inviting Bids, Instructions to Bidders, Bid (including documentation accompanying Bid and any post-bid documentation submitted prior to Notice of Award), the Bonds, the general conditions, pennits ITom other agencies, the Special Provisions, tbe Plans, Standard Plans, Standard Specifications, Reference Specifications, and all modifications issued after the execution of this Agreement. Contract Time: The number of Calendar Days permitted under this Agreement for DIE to achieve Substantial Completion. Defective Work: All work, material, or equipment that is unsatisfactory, faulty, incomplete, or does not conform to the Contract documents is defective. Design Build Team (DIBT): Those individuals designated as being a part of the Design Build Team. Estimated Cost: The total cost of the Project as estimated in preliroinary cost estiroates as shown in Exhibit [INSERT]. Extra Work: Any City additions, modifications, or deletions to work or DIE obligations under this Agreement not within the original Scope of Work contemplated by this Agreement. Final Completion: The point at which the last of the following has occurred: (1) recordation of a Notice of Completion for the Project; (2) acceptance of the Project by the City; (3) submission of all documents required to be supplied by DIB to City under this Agreement, including but not liroited to As-Built Drawings, warranties, and operating manuals; and (4) and delivery to City ofa Certificate of Completion duly verified by DIE. Greenbook: The most recent edition of the Standard Specifications for Public Works Construction (including any City ofChula Vista standard special provisions). Guaranteed Maximum Price e'GMP"): The maximum compensation to which DiB may be entitled for the performance of all Services, Work, and obligations and the satisfaction of all conditions under this Agreement, which amount shall include all authorized costs for labor, equipment, and material to design and build a fully functional Project in accordance with all applicable rules, regulations, and laws. Hard Construction Costs: Direct construction costs incurred in perfonning the work, including taxes, delivery and installation. Hard Construction costs shall not include DIE markup, handling fees, overhead, or other charges, except as otherwise set forth in this Agreement. 2 5-102 Hazardous Materials: Hazardous waste or hazardous substance as defmed in any federal, state, or local statute, ordinance, rule, or regulation applicable to the Property, including, without limitation the Comprehensive Envrronrnental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code sections 9601-9675), the Resource Conservation and Recovery Act (Title 42 United States Code sections 6901- 6992k), the Carpenter Presley-Tanner Hazardous Substance Account Act (Health and Safety Code sections 25300- 25395.15), and the Hazardous Waste Control Law (Health and Safety Code sections 25100-25250.25). "Hazardous Materials" shall also include asbestos or asbestos containing materials, radon gas, and petroleum or petroleum fractions, whether or not defmed as hazardous waste or hazardous substance in any such statute, ordinance, rule, or regulation. Holiday: The City-observed holidays. Law: All Federal, State, or local laws, regulations, ordinances, and/or policies. Milestones: Dates shown on the Project Schedule by which D/B shall complete major tasks either during design or construction of the Project. NEP A: National Envrronrnental Policy Act. Notice to Proceed: City's written notice authorizing DIB to commence Work and/or Services on the Project. Notice of Termination: A written notice ITom City to D/B terminating the Agreement in accordance with Article XXVII. Project Site: The property located at [INSERT] and further described in Exhibit "[INSERT]", attached. Reimbursable Costs: [PLEASE INSERT] Services: Professional services, including design and construction management of the Project that are required to design and construct the Project in accordance with the Contract Documents. Services does not include Work. Substantial Completion: That stage in the progress of the construction when all Work on the Project is sufficiently complete in accordance with the Construction Documents, so that City can fully utilize entire Project; Substantial Completion shall further mean that all goods, services and systems to be provided under the terms and conditions of the Construction Documents are in place, have been initially tested, and are operationally functional, subject only to final testing, balancing and adjustments and normal Final Completion punch list work. Title 24: California Building Standards Code, California Code of Regulations, Title 24. Work: All labor, materials, supplies, and equipment that are necessary to construct the Project in accordance with the Contract Documents. Work does not include Services. Working Day(s): Monday through Friday, excluding City holidays. ARTICLE II. SCOPE OF THE AGREEMENT 2.1 General. Except as expressly provided in this Agreement, D/B shall design and construct the Project in accordance with all the terms and conditions of this Agreement, approved Plans and Specifications, and the timeftames establisbed by the Project Schedule, attached as Exhibit "[INSERT]", delivering a complete and functional Project within the Contract Time for an amount not to exceed the GMP. ARTICLE III. TERM 3.1 Term of A!!reement. This Agreement shall be effective on the date it is executed by the last Party to sign the Agreement following City Council approval by Resolution. The term of this Agreement will extend ITom the date of execution until satisfaction of all terms and conditions herein, unless this Agreement is earlier terminated. 3 5-103 ARTICLE IV. GENERAL PROJECT PERFORMANCE OBLIGATIONS 4.1 Standard of Care. Throughout the performance this Agreement, performed under this Agreement, DIE agrees that all Services and Work provided as part of this Agreement shall be performed in accordance with the standards customarily adhered to by experienced and competent professional architectural, engineering, landscape architecture, and construction fIrms using the degree of care and skill ordinarily exercised by reputable professionals practicing in the same fIeld of service in the State of California. 4.2 Comvliance with all Laws. In the performance of this Agreement, DIB shall comply with all laws, including but not limited to: 4.2.1 All City, County, State, and Federal laws, codes and regulations, ordinances, and policies, including, but not limited to, the following: 4.2.1.1 Environmental Regulations (i.e. CEQN NEP A). 4.2.1.2 The Americans with Disabilities Act ("ADA") and Title 24 of the California Building Code. It is the sole responsibility ofDIB to comply with all ADA and Title 24 regulations. 4.2.1.3 The California Fair Employment and Housing Act and all other State, Federal and local laws including, but not limited to, those prohibiting discrimination on account of race, color, national origin, religion, age, sex or handicap. 4.2.1.4 The Clean Air Act of 1970, the Clean Water Act (33 USC I 368)-Executive Order 11738, and the Storm water Management and Discharge Control-Ordinance No. 0-17988. 4.2.1.5 DIE shall comply with the Essential Services Building Seismic Safety Act, SB 239 & 132. 4.2.1.6 DIE shall comply immediately with all directives issued by City or its authorized representatives under authority of any laws, statutes, ordinances, rules, or regulations. 4.2.1.7 DIE shall obtain and comply with all permits necessary top complete the Project, including, but not limited to Development Services Department permits and hazardous material permits. 4. 2.1.8 Zoning, environmental, building, fIre and safety codes and coverage, density and density ratios and lien laws. 4.2.2 Implied Knowledge of Lmvs. DIE shall be responsible for all amendments or updates to standards and of all amendments or updates to standards, whether local, state, or federal, and such knowledge will be imputed to DIE to the extent allowed by law. 4.3 Desi2n and Construction Standards. In the performance of the Services and Work covered by this Agreement, DIE shall comply the most current versions of design and construction specifIcations, all of which shall be incorporated herein by this reference. 4.3.1 Standard Specifications. 4.3 .1.1 Greenbook. The 2000 Edition of the Standard SpecifIcations for Public Works Construction. 4.3.1.2 California Department of Transportation Manual of TraffIc Controls for Construction and Maintenance Wark Zones. 4.3.2 City Specifications. 4.3.2.1 The 2000 Edition of the Chula Vista Standard Special Provisions. 4.3.2.2 The 2000 Edition of the Regional Standards. 4.3.2.3 The 2002 Edition of the Chula Vista Construction Standards. 4.3.2.4 The City's facility program, performance and design criteria, concept drawings, and reports. 4.3.3 Energy Conservation Standards. 4 5-104 4.3.4 Materials Standards. DIE shall use industrial grade, not residential grade, equipment and accessories for all facets of design and construction. 4.4 Obtain Citv ADDroval. For any and all actions under this Agreement that require City approval, including, but not limited to, changes or additions to Agreement, DIE shall obtain approval in writing from tbe designated City Representative, or when required by Law, from tbe City Council. DIE acknowledges that approval from any individual other than tbe designated City Representative or City Council, where required, shall not be valid. 4.4.1 Failure to Obtain Approval. Any costs or delays resulting from or associated witb additions or modifications implemented without the written autborization oftbe City Representative shall be borne exclusively by DIE and not be grounds for an increase in GMP or Contract Time. 4.4.1.1 Emergency. In the event of an emergency, DIE shall take all reasonable actions necessary to protect public healtb, safety or property. Such action shall not require advance City approval; however, DIE shall notify tbe City immediately oftbe emergency and as soon as reasonably possible provide a written statement to tbe City explaining the emergency and the reasonable actions taken. Provided the emergency was not caused by or its creation contributed to by the Dill, its employees, agents, or subcontractors, DIE may be entitled to reasonable compensation for such actions. 4.4.2 No Release From Obligations. City approval shall be a general approval only, and such approval shall in no way release or relieve DIB of responsibility for complying witb all applicable laws, codes, and good consulting, design, or construction practices. 4.5 Decision Makin~. DIE shall make decisions witb reasonable promptoess to avoid delay in tbe orderly progress of DIE's obligations under tbis Agreement and pursuant to tbe Project Schedule, attached as Exhibit "[INSERT]". 4.6 Perform Services and Work in Phases. The Services and Work under tbis Agreement shall be performed three (3) "Phases" in tbe manner and order described herein. ARTICLE V. PHASE I - DESIGN DEVELOPMENT 5.1 Desi~n Team. City has awarded this Agreement based on tbe specific qualifications of DIE to perform tbe design services required under tbis Agreement. All such services shall be provided by DIE unless tbe City has approved of tbe use of Subconsultants in tbe manner identified in Article VlIl. 5.2 Services. In Phase I, DIE shall perform Services including, but not limited to, tbe following: 5.2.1 Project Development. Develop and refme Project requirements. 5.2.2 DDD. Prepare complete DDDs, such tbat the DDDs include, witbout limitation, the following: 5.2.2.1 Site Plans. Site plan witb pertinent notes and dimensions indicating property line; existing public streets, sidewalks, curb cuts, otber public improvements; required setbacks; service, trash, fire lane and truck access, adjacent buildings, building outline; basketball courts, multi- use sports field, softball field, informal skate area, play areas, shelters, landscape and site elements. 5.2.2.2 Floor Plans. Floor plans including graphically demonstrating interior and exterior walls and fenestration with notes, dimensions and gridlines; room names, structural bay spacing with grids, critical dimensions and area calculations. 5.2.2.3 Roof Plans. Roofplans including detailed notes, dimensions, mechanical equipment locations, define material for mechanical screens, skylights and roof access, roof materials, roof drainage and establish window-washing concept. 5.2.2.4 Building Sections. Building sections, which shall include vertical dimensions, floor assembly tbickness showing known structural elements, notes and dimensions. 5 5-105 5.2.2.5 Elevations. Exterior elevations, including material references and extent; visible rooftop elements; existing and new line of grade; indicate of floors with leader lines; and vertical dimensions; notes, dimensions and grid lines. 5.2.2.6 Wall Sections. Wall sections including all wall sections, dimensions, horizontal element offsets, and guide to exterior face of wall; dimensions, vertical floor to floor, floor to window head and sill and floor to ceiling; structural elements and assemblies; interior and exterior wall finishes; and wall and roof assembly; 5.2.2.7 Outline specifications, written description of [rNSERT] and components including site work. 5.2.2.8 Traffic circulation and landscaping should also be indicated at this stage if applicable. 5.2.3 Code Compliance. Verify all code compliance, including building construction type, occupancy sprinkler requirements, existing, zoning and other agency conformance and ADA. 5.2.4 Submittals. Prior to proceeding with Phase II, DIE shall prepare and submit the following to the City for review and written approval. 5.2.4.1 DDDs. CompletedDDD. 5.2.4.1.1 Conditional Approval. In the event that City grants conditional approval, DIE shall address all City comments or issues and make associated revisions in the next set of drawings developed and submitted. 5.2.4.1.2 Delay/Costs. Any delay or additional costs resulting from the re-submittal shall be borne exclusively by DIE and not be grounds for an increase in the GMP or Contract Time. 5.2.4.2 Other Deliverables. 3D rendered images, color and material boards, reflected ceiling plans, and special system or equipment plans. ARTICLE VI. PHASE II 6.1 Phase II Services. In Phase II of the Project, DIE's shall perform Services including, but are not limited to, the following: 6.1.1 Project Development. DIE shall diligently prosecute the development and refmement of Project requirements and review such requirements with City; 6.1.2 Digital Documentation. DIE shall prepare CD's which shall include, without limitation, the following: 6.1.2.1 Architectural plans and details, including: 6.1.2.1.1 Site plan indicating general location and nature of on-site and the necessary off-site improvements. 6.1.2.1.2 Floor plans, including roof, showing space assigrunents, sizes, and location of installed or fixed and movable equipment that affects the design of the spaces. 6.1.2.1.3 Building elevations indicating exterior design elements and features, including fenestration arrangements, materials, mechanical and electrical features appearing on the walls, roofs, and adjacent areas. 6.1.2.1.4 Interior elevations to establish functional requirements, equipment, and all systems locations. 6.1.2.1.5 Typical building sections showing primary structural members, dimensions, and accommodation of functional systems. 6.1.2.1.6 Typical wall sections sufficient to indicate materials, openings, and major features. 6.1.2.2 Structural drawings including plans and sections of sufficient clarity and detail to show the extent and type of structural system and dimensions, final structural design criteria, foundation 6 5-106 design criteria, preliminary sizing of major structural components, critical coordination clearances and applicable material lists. 6.1.2.3 Mechanical plans and details. 6.1.2.4 Landscape and Irrigation plan and details. 6.1.2.5 Electrical plans and details. 6.1.2.6 Plumbing plans and details. 6.1.2.7 Plans showing instalIation of major systems, equipment, fixed furnishings and graphics. 6.1.2.8 Technical specifications. 6.1.2.9 All other technical drawings, schedules, diagrams and specifications, to set forth in detail the requirements for construction of the Project which, at a minimum, include: 6.1.2.9.1 Information customarily necessary for the use of those in the building trades. 6.1.2.9.2 Documents customarily necessary to obtain regulatory agency approvals. 6.1.2.9.3 Color board and architectural rendering for required presentations. 6.1.2.10 Mechanical design documentation consisting of continued development and expansion of schematic mechanical design consisting of: 6.1.2.10.1 Single line layouts and the approximate sizing of all equipment and capacities, preliminary equipment layouts. 6.1.2.10.2 Required space requirements for the equipment, required chases and clearances, acoustical and vibrations control, visual impacts and energy conservation measures. 6.1.2.11 Electrical design documentation consisting of continued expansion of the schematic electrical design consisting of: 6.1.2.11.1 Criteria for lighting, electrical, communications audio visual, close circuit T.V., lighting controls and other electrical systems typical to civic facilities, the approximate sizes and capacities of major components transfonners-panels-switch gears; 6.1.2.11.2 Preliminary equipment layouts, required space for equipment, required chases and clearances. 6.1.2.12 Sections through critical areas showing coordination of architectural, structural, mechanical and electrical elements. 6.1.2.13 Final specifications, including but not limited to, the folIowing: 6.1.2.13.1 Architectural. General description of the construction, including interior fmishes, types and locations of acoustical treatment, typical and special floor coverings and fmal exterior and interior material selection. 6.1.2.13.2 Mechanical. Description of air conditioning, heating and ventilation systems and controls, ducts, and piping system. 6.1.2.13.3 Electrical. Description of electrical services, including voltage; type and number of feeders; lighting systems, including lighting levels and audiovisual; security-fire alarms; and cable antenna television systems. 6.1.2.13.4 Landscape. General description of the construction, including plan materials, plant locations, maintenance period, and irrigation systems. 6.1.2.13.5 Play Areas. Description of play equipment, including instalIation procedures, type, color, finishes, and locations. 7 5-107 6.1.2.13.6 Site Work. General description of the construction, including finishes, types of materials and locations. 6.1.2.13.7 Other. Such other documents to fix and describe the size, quality and character of the entire Project, its materials, and such other elements as shall be appropriate. 6.1.2.14 Plumbing drawings, including location and quantity of fixtures, equipment sizes, room sizes for plumbing equipment, and fmal specifications as appropriate. 6.1.3 Project Sequencing. DIE shall detenmine and establish the sequence of construction, and if appropriate, identify separate bid packages to accomplish phased construction of the Project. 6.1.4 Critical Path. DIE shall prepare a detailed Critical Path Method schedule for all construction components of the Project ("Detailed Construction Schedule") utilizing Microsoft Project software, showing all major milestones, bid dates for the major bid packages, commencement of construction, sequence of construction, completion of structural elements, and completion of the Rohr Park Shade Structures, all of which shall confonm with the dates of Substantial Completion and Final Completion of Project. 6.1.5 Governmental Review. D/B shall review, as needed, the CD's with the governmental authorities having jurisdiction over the Project. 6.1.6 Accounting System. DIE shall provide a master accounting system and matrix on Microsoft Excel that will be updated, expanded, and provided to the City monthly as the Project develops. 6.1.7 Project Management Plan. DIE shall develop and implement a Project Management Plan and Procedures including: 6.1.7.1 Project status reports. 6.1. 7.2 Coordination/interface with the City and its other consultants/contractors 6.1.7.3 Initial Design kickoff meeting to be held no later than five (5) working days ITom the Effective Date of Agreement. 6.1.7.4 Biweekly Design and Construction meetings 6.1.7.5 Interface and communications with other agencies 6.1.7.6 Vendors and subcontractors management 6.1.7.7 Document control 6.1.7.8 Schedule and budget control 6.1.7.9 Quality assurance and quality control. DIE shall establish and maintain a quality control program with appropriate reviews and independent testing procedures to ensure compliance with the Construction Documents during the construction phase. 6.6.10 Scheduling and cost control reports, which shall be provided monthly throughout the design phase. 6.1.8 Construction Drawings and Specifications. DIE shall prepare construction drawings and specifications suitable for obtaining City-approved penmits and to allow construction. 6.1.9 City Approval. DIE shall submit Construction Documents and obtain City approval in writing of the Construction Documents at fifty percent (50%), seventy percent (70%), and ninety percent (90%) completion. 6.1.9.1 Condition Precedent. City approval of the Construction Documents is a condition precedent to authorization to proceed with subsequent work on the Project. 6.1.9.2 Notification, Modification, and Resubmittal. At 50%, 70% and 90% Completion, City will notify DIE in writing within the timeITarnes established in the Project Schedule following receipt of Construction Drawings of City approval, or of request for modifications. If 8 5-108 modifications are requested, DIE shall modify and resubmit Construction Drawings for City approval. 6.1.9.3 DIE Support. DIE shall provide support to a City Constructability Review Team for the review of the Construction Documents at all stages of required submission. 6.1.10 Materials and Equipment Specifications. DIE shall prepare technical materials and equipment specifications for pre-purchase. 6.1.11 Surveying and Testing. DIB shall coordinate, perform, and complete all surveying, materials testing, and special testing for the Project at the Project site as required by this Agreement, the State Building Code, of-any other law or regulation, in accordance with and considering the following: 6.1.11.1 Greenbook 2003 Section 2-9 titled "Surveying" and City of Chula Vista's Horizontal and Vertical Control found on the Survey Control Network Map located on the City's Internet via the following link: httD:/ /www.chulavistaca.flov/City ServiceslDeveloDment Services/Ene:ineerin2lindex.asD 6.1.11.2 Existing Conditions. DIE shall obtain all necessary soils investigation and conduct agronomic testing required for design of the Project. The Soils Consultant shall prepare a statement that will be included in the Bidding Documents as to the nature of soils, ground water conditions and any other information concerning the existing conditions of the site. 6.1.11.3 Utilities. DIB shall provide all required infonnation for the construction or relocation of Public or private utility facilities that must be constructed or relocated as a result of this Project. DIE shall file all of the required documents for the approval of authorities having jurisdiction over the Project and in obtaining the services of all utilities required by the Project. 6.1.11.4 Geotechnical Information. DIE shall obtain all necessary geotechnical information required for the design and construction of the Project. The Project Enginl'ering Geologist and/or Project Soils Engineer (qualified R.C.E. or R.G.E.) shall prepare a statement that will be included in the Bidding Documents, to address existing geotechnical conditions of the site that might affect construction. 6.1.11.5 Additional Surveys. DIE shall provide additional site surveys and geotechnical investigations to the extent that DIE determines they are necessary for final design. 6.1.11.6 No Reliance. DIE shall not rely on City survey information as it is intended to be preliminary in nature and may not have-sufficient accuracy or scope to support fmal design. 6.1.12 SWP PP. DIE shall prepare and incorporate into the Construction Documents a Storm water Pollution Prevention Plan ("SWPPP") to be implemented by the DIE during Project construction. Where applicable, the SWPPP shall comply with both the California Regional Water Quality Control Board Statewide General Construction Storm Water permit and National Pollution Discharge Eliruination System permit requirements and any municipal regulations adopted pursuant to the permits. 6.1.13 Alternatives. DIE shall evaluate alternative structural and construction approaches to ensure economical designs, which optimize constructability, yet meet all codes, architectural concepts, schematic designs, and standard specifications of the Project. 6.1.14 Permits. DIE shall obtain general building permit and all ancillary permits and licenses, including but not liruited to, demolition permits, iruprovement permits and grading permits [""'HEN??"]. 6.1.15 Updated Costs. DIE shall provide updated construction cost estiruates in conjunction with the submittals required in Section 6.1.9 to support Value Engineering ("VE") and constructability reviews. 6.1.16 Final Review and Approval 01 Plans and Specifications. DIE shall deliver to City complete Construction Documents, including Construction Drawings, Plans and Specifications for the design and construction of the Project. City agrees to review the Construction Documents and provide City's written comments to DIE within [INSERT TI!vIEFRAME] Business Days of the date such Construction Documents are delivered to City in accordance with the notice provisions in Article 9 5-109 XXIX. Approval shall not be unreasonably withheld. If requested by City, DIB shall make changes to the Construction Documents. ARTICLE VII. PHASE III. - CONSTRUCTION PHASE WORK AND SERVICES 7.1 Phase III. Work and Services. The DIB shall construct the Project in accordance with City-approved plans and specifications prepared by the DIB to meet or exceed all requirements of the City provided program, schematic design and the performance criteria. The D/B shall: 7.1.1 Bidding. DIB shall prepare and submit to the City for review separate bid packages, such bid packages shall be organized in the manner that DIB determines is appropriate ensure the efficient and cost effective construction of the Project. 7.1.1.1 Competitive Bidding. DIB shall competitively bid the respective bid packages for the construction of the Project. 7.1.1.2 Pre-Bid Conferences. DIB shall schedule and conduct pre-bid conferences to answer questions posed by bidders. Said answers and any other information required to provide clarification to the Construction Documents during the bidding process shall be issued as written addenda and provided to all prospective bidders. 7.1.1.3 Scheduling. DIB shall coordinate scheduling of bid packages, submittals. 7.1.1.4 Bid Results. DIB shall submit to the City a summary of bid results for each bid package. 7.1.1.5 Bid Protests. DIB shall hear and decide bid protests and shall develop and maintain bid protest procedures for that purpose. City shall be timely informed of all bid protests (prior to resolution) and the outcome of said protests. 7.1.1.6 Equal Opporttmity Contracting/Nondiscrimination. DIE shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treatment of subcontractors, vendors, or suppliers. DIB shall provide equal opporttmity for subcontractors to participate in subcontracting opporttmities. DIB understands and agrees that violation of this Subsection shall be considered a material breach of this Agreement and may result in contract termination, debarment, or other sanctions. The language of this Subsection shall be inserted in contracts between DIB and any subcontractors, vendors, or suppliers. 7.1.1.7 Executing Contracts. DIB shall be responsible for entering into subcontracts, in DIB's own name, with the bidder who in DfB's discretion and professional opinion best meets the monetary, time, and performance requirement of the Project. DIE shall be responsible for ensuring that these contracts fully comply with all applicable local, state and federal laws, some but not all of which are listed below. 7.1.1.8 Additive Alternatives. DIE shall require additive alternates for extended warranties in bid packages for roofmg and HV AC systems. 7.1.2 Meetings. DIE shall conduct meetings identified below: 7.1.2.1 Preconstruction Meeting. DIE shall conduct a preconstruction meeting with its officers, agents and employees and City. The purpose of this meeting is to discuss: (i) the Agreement conditions, (ii) Scope of Work clarifications, and (iii) City policies, inspection requirements, and procedures. 7.1.2.1.1 Attendance. DIB shall ensure that the preconstruction meeting is attended by DIE's construction contractor, project manager, all DIE's major subcontractors, the City's [INSERT], and all other persons necessary as determined by DIB or City. 7.1.2.2 Progress Meetings. DIB shall conduct weekly progress meetings with the City and appropriate design and construction members. 10 5-110 7.1.2.3 Contractor Meetings. DIE shall conduct contractor meetings, as necessary, to provide technical input. 7.1.2.3.1 DIE shall provide interpretation of technical specifications and drawings. 7.1.2.4 Rescheduling. Progress Meetings may be rescheduled if rescheduled meeting times are convenient for all necessary parties, and DIE has given no less than five (5) Calendar Days prior written notice of the rescheduled meeting. 7.1.2.5 Minutes. DIE shall take corresponding meeting minutes and distribute copies to all attendees. 7.1.2.6 Reporting. DIE shall monitor and report to the City on actual performance compared to the Project Schedule, provide updated As-Builts, and verifY that the latest changes to the Project, if any, have been made. 7.1.3 Construction Management. During construction of the Project, DIE shall perform and be responsible for construction management, supervision, and administration services, including, but not limited to, tracking and reporting all expenses and all aspects of the construction and coordinating all construction means, methods, teclmiques, sequences and procedures to ensure the efficient and orderly sequence of the construction of the Project. 7.1.3.1 Resident Management. DIE shall provide resident management and contract administration, including specialists necessary for the functional, safe, on-budget and on-schedule completion of the Project, starting with the issuance of a Notice to Proceed, upon receipt of fmal construction drawings, ITom the City and extending through issuance of Notice of Completion and Acceptance. City staff will perform inspections to verifY compliance with the plans, specifications and contract documents. The DIE resident staff shall ensure construction compliance with applicable local, state, and federal codes, building and environmental permit requirements, construction mitigation documents and enforcement of the Contract Documents. 7.1.3.2 Records Management. D/B shall implement and maintain an internal records management and document control system as required to support project operations. The DIE shall provide records management and document control information in a manner consistent with the City's reporting system. 7.1.3.3 Cash Flow. DIE shall develop a project-specific Plan for defming, tracking and reporting cash flow activity requirements and submit such plan to the City for review and approval prior to implementation. 7.1.3.4 Reporting. DIE shall keep City informed of the progress and quality of the design and construction of the Project. 7.1.3.5 Documents On-Site. DIE shall maintain a complete and up-to-date set of Construction Documents in the Projects field office at all times during construction that reflect all changes and modifications. 7.1.4 Site Safety, Security, and Compliance. DIE shall be responsible for site safety, security, and compliance with all related laws and regulations. 7.1.4.1 Persons. DIE shall be fully responsible for the safety and security of its officers, agents, and employees, City's officers, agents, and employees, and third parties authorized by DIE to access the Project site. 7.1.4.2 Environmental. DIE shall administer and enforce the Environmental Mitigation Monitoring and Reporting Plan for the Project, if any. In addition, DIE shall report environmental issues to the City in a manner consistent with the City's reporting system. DIE shall be responsible for the environmental consequences of the Project construction and shall comply with all related laws and regulations, including the Clean Air Act of 1970, the Clean Water Act, Executive Order number 11738, and the Stormwater Management and Discharge Control Ordinance No. 0-17988 and any and all Best Management Practice guidelines and pollution elimination requirements as may be established by the Enforcement Official. 11 5-111 7.1.4.3 Risk of Loss. DIE is responsible for the Project, project site, materials, equipment, and all other incidentals lIDtil the Project has been Accepted by the City and shall bear any costs or expenses associated with the loss thereof or damage thereto, including by theft, frre, or other casualties. 7.1.5 Public Right-aI-Way. All work, including, materials testing, special testing, and surveying to be conducted in the Public right-of-way shall be coordinated with the City. 7.1.5.1 Materials Testing. DIE shall pay for and coordinate with City to have all material tests within the Public right-of-way and any asphalt paving completed by City's Material Testing Laboratory. 7.1.5.2 Surveying. DIE shall pay for and coordinate with City's [fNSERI DEPARTMENT] all surveying required within the Public right-of-way. 7.1.5.3 Follow all Laws, Rules, and Regulations. DIE agrees to follow all City standards and regulations while working in the Public right of way, including but not limited to, utilizing proper traffic control and obtaining necessary permits. 7.1.6 Traffic Control. DIE shall address all traffic control requirements for the Project including, if necessary, separate traffic control plans and/or notes. 7.1.7 Abatement. DIE shall develop a mutually agreed upon program to abate and minimize noise, dust, and disruption to access for parking and services at all times for adjacent business entities and residences. 7.1.8 Inspections. DIE shall coordinate any and all required inspections, including special inspections, in such a manner that the progress of construction is not affected or impacted. The DIB shall provide surveying, and other contracted services as required to complete project construction inspection and testing tasks. The City will provide inspection, special inspection, re-inspection services, and periodic building inspections. 7.1.9 Permits. The Parties acknowledge that the construction work to be performed on the Project by DIE in compliance with this Agreement is subject to the prior issuance of building, land development, and/or public improvement permits paid for and obtained by DIE. In the event that City, or any other governmental agency, unreasonably refuses to issue the permit(s) necessary to authorize the work to be performed or if the permit(s) are unreasonably canceled or suspended, then DIE is relieved trom its obligation to construct those improvements covered by the denial of said permit(s). City shall, under such circumstances, pay D/B the reasonable costs, not to exceed the amounts identified in this Agreement, for all work completed up to the date of denial of said permit(s). All plans, specifications and improvements completed to the date of the denial, suspension or cancellation of said permit(s) shall become the property of City upon DIE's receipt of payment in full as described above. 7.1.10 Maintenance. DIE shall ensure Project is maintained in a clean, neat, sanitary and safe condition tree trom accumulation of waste materials or rubbish. Until Acceptance of the Project, DIE shall be responsible for on-going site maintenance, including any erosion prevention measures. Prior to Final Completion, DIE shall cause to be removed trom and about the Project all tools, construction equipment, machinery, surplus materials, waste materials and rubbish and deliver the site to the City in a clean, neat, sanitary and safe condition. 7.1.10.1 Waste Removal. Please be advised that Chula Vista Municipal Code 8.24.070 provides for an exclusive franchise for the removal and conveyance of all solid waste for hire (including recyclables) within City limits. The exclusive tranchise agreement covers any hauling activity that requires the generator or their agent to pay a fee for any service connected with removing or conveying waste. The City's tranchise hauler is Allied (formerly Pacific) Waste Services and may be reached at (619) 421-9400. 7.1.11 Requestfor Information ("RFr). Parties acknowledge that the RFI process is solely for correspondence between DIE and its agents; however, DIE shall submit copies of each RFI to City at the within twenty-four (24) hours of receipt. DIE shall issue responses to RFls. Unless DIE specifically requests a City response, City will not respond to RFls. 12 5-112 7.1.12 Review and Approvai. DIE shall provide timely review and approve shop drawings, samples of construction materials, product data, schedule submittals, and other submittals for compliance with the Construction Documents. D/B shall keep the City advised of all such matters being reviewed and approved by DIE and forward copies of such documents to City for review. 7.1. \3 Royalties and Other Fees. DIE shall pay royalties and license fees, if applicable. DIE shall defend suits or claims for infhngement of patent rights and shall defend and hold City and City's agents harmless from loss on account thereof 7.1.14 Provide City with a Detailed Construction Schedule (DCS) on an disc (CD) within foutteen (14) working days after receiving Notice to Proceed with Phase IV, provide updated versions ofDCS on a monthly basis, and provide immediate notice of any impact on critical path items. ARTICLE VIII. SUBCONTRACTING 8.1 Subcontractin!!. 8.1.1 Design Services. DIE shall perform or obtain the prior written consent of the City to subcontract all design services for the Project utilizing qualified, licensed and sufficiently experienced architects, engineers and other professionals (herein jointly "Design Consultants") as identified in Exhibit [INSERT]. DIE shall not be permitted to substitute any Design Consultant unless authorized by City. 8.1.2 Construction Services. DfB shall perform all construction on the Project utilizing subcontractors appropriately licensed by the California Contractors State License Board or other required agency. ARTICLE IX. PROJECT SCHEDULE 9.1 Proiect Schedule. DIE shall perform and complete the Services and Work under this Agreement according to the timeframes set forth in the Project Schedule, attached hereto as Exhibit "[INSERT]", or a subsequently revised Project Schedule in such a manner that the GMP or Contract Time of the Project shall not be exceeded and that is consistent with the Standard of Care identified in Section 4.1. 9.1.1 Project Schedule. DIE has submitted, as part of its proposal, a Project Schedule based on its estimate of the time necessary to complete the Project. 9.1.2 DIE's Obligation. Subsequent to the effective date of this Agreement, D/B shall provide, coordinate, revise, and maintain the Project Schedule for all phases of the Project. 9.1.2.1 During the Project initiation and design phases, the D/B shall submit an updated Project Schedule monthly to the City for approval. 9.1.2.2 During Construction, DIE shall submit an updated Project Schedule monthly to the City and shall include: 9.1.2.2.1 Forecast Data with the intended plan for the remainder of the contract duration. 9.1.2.2.2 Actual Data with indications of when and how much Work and/or Services was performed (% complete). 9.1.2.2.3 Logic changes or other changes required to maintain the Project Schedule. 9.1.3 Detail and Format. The Project Schedule shall be substantially similar in detail and form to Exhibit [INSERT], or it shall be in the form subsequently agreed to by the Parties. 9.1.4 Submittal. Project Schedule shall be submitted to City on a computer disk in a version of Microsoft Project. 9.2 Proiect ComDletion. D/B acknowledges that all work on the Project under this Agreement will be complete and ready for its intended use by the Project Completion Date, [INSERT]. 13 5-113 9.3 Chan~es in Proiect Schedule. Changes in Project Schedule, whether to logic, definition, or relationship must be approved by the City in writing as a Change Order pursuant to the manner identified in Article XIII. ARTICLE X. DELAY IN PERFORMANCE 10.1 Time of Essence. Time is of the essence for this Agreement and each provision of this Agreement, including the Project Schedule, Start Date, and Project Completion Date contained herein, unless otherwise specified in this Agreement. DID shall perform all Services and Wark as expeditiously as is consistent with standard of care identified in Section 4.1. 10.2 Notification ofDelav. If the DIB anticipates or has reason to believe that the performance of Services and/or Work under this Agreement will be delayed, the DIB shall immediately notify the City. A written notice of the delay must be delivered to the City within five (5) Calendar Days of the initial notification, unless the City allows an additional period of time to ascertain more accurate data in support of the request. The written notice shall include an explanation of the cause of the delay, a reasonable estimate of the length of the delay, and all supporting data. The DIE shall include a \\Titten statement that the time adjustment requested is the entire time adjustment to which DIB has reason to believe it is entitled as a result of the cause of the delay. An increase in time for completion does not necessarily mean that DIB is entitled to an increase in GMP. If in the opinion of the City, the delay affects a material part of the Project, the City may exercise its rights under Article XXVII of this Agreement or any other remedy available in law or equity. 10.3 Delav. If delays in the performance of Services or Work required under this Agreement are caused by unforeseen events beyond the control of the Parties, such delay may entitle the DIB to a reasonable extension of time or to additional compensation. Any such extension of time must be approved in writing by the City. The following conditions may justify such a delay: war; changes in law or government regulation; labor disputes; strikes; fIres, floods, adverse weather or other similar condition of the elements necessitating cessation of the DIB's work; inability to obtain materials, equipment, or labor; required additional Professional Services; or other specific reasons agreed to between the City and the DIB; provided, however, that: (i) this provision shall not apply to, and the DIB shall not be entitled to an extension of time, additional costs, or expenses for, a delay caused by the acts or omissions of the DIB, its consultants, contractors, employees, or other agents; and (ii) a delay caused by the inability to obtain materials, equipment, or labor shall not entitle the DIB to an extension of time unless the DIB furnishes the City, in a timely manner, documentary proof satisfactory to City of the DIB's inability to obtain materials, equipment, or labor. 10.3.1 Caused by City. IfDIB reasonably believes that any action, inaction, decision or direction by City or agent for the City will likely result in the GMP or Contract Time being exceeded or the Project being completed late, DIB will notify City at Project Team meeting and in writing within five (5) calendar days of discovering such action, inaction, decision, or direction. Included in such notice will be an estimate of the cost and time impact resulting from such action, inaction, decision or direction. D/B shall provide complete and accurate pricing within ten (10) calendar days of said discovery. 10.4 Costs of DelavlLiauidated Dama!!:es. City and DIB recognize that time is of the essence in this Agreement and that City will suffer fmancialloss if the Project is not completed by the Substantial Completion Date identified in the Project Schedule or any extensions subsequently approved. As the exact amount of fmancial loss cannot be accurately forecasted, the Parties have used their best efforts to establish an estimate of such loss. In doing so, the Parties have examined all of the circumstances and factors associated with a delay and have determined an amount that is fair and reasonable as liquidated damages. City and D/B agree that DIB shall pay as liquidated damages (but not as a penalty) for each calendar day of delay beyond the time specified for Substantial Completion of the Project, the following amounts which DIB expressly agrees are "not unreasonable under the circumstances" as defmed in California Civil Code !j 1671 (b): $100 for each calendar day. Liquidated Damages shall not be assessed after the date on which Substantial Completion is achieved. In lieu of paying damages to the City, the Parties agree that City may choose to reduce the GMP by the amount of the liquidated damages. ARTICLE XI. PROJECT COSTS 11.1 Estimated Cost. The Estimated Cost of Project, according to the RFP is [INSERT WRITTEN DOLLAR. AMOUNT (INSERT NUMERIC DOLLAR AMOUNT)]. The City's obligation under this Agreement shall not 14 5-114 exceed the Estimated Cost; however, once a GMP is determined and approved, the GMP shall become the not to exceed amount of the City's obligation. GMP is subject to change pursuant to methods established in this Agreement. 11.1.1 Cost Schedule. The EMP has been allocated among each activity or portion of the Project ("Itemized Cost(s)"). The Itemized Costs are included in Exhibit "[INSERT]", attached. The cost incurred by the D/B for a specific activity or portion of the Project shall not exceed the associated Itemized Cost. 11.2 GMP. At 90% complete construction documents, D/B shall establish a GMP and submit such GMP to the City for approval. 11.2.1 Not to Exceed Amount. The GMP shall not exceed $[INSERT NUMERIC DOLLAR AMOUNT]. Any costs incurred by D/B in excess of said GMP shall be the sole responsibility of the D/B, unless a Change Order is approved hy the City pursuant to Article XIII of this Agreement. 11.2.1.1 Included Costs. In calculating the GMP, D/B shall include costs of the following: 11.2.1.1.1 All Design Consultants, including but not limited to architectural, structural, civil, mechanical, electrical, communications, graphics and art consultants, landscape architects, and acoustical, audio visual, lighting, and security consultants. 11.2.1.1.2 Estimating, value engineering and construction management. 11.2.1.1.3 Construction supervision and project management personnel, including but not limited to superintendents, Project managers, Project secretaries, Project engineers, Project accountants, and all other D/B personnel wherever located. 11.2.1.1.4 All on-site and off-site equipment, supplies and facilities, including but not limited to, computers, estimating, dictating, communication and accounting equipment, office space, trailers, field equipment and storage facilities. 11.2. I. I .4.1 Option to Purchase. In no case shall the cumulative monthly rental charges to the Project for equipment and Small Tools used by the D/B exceed 90% of the fair market value of anyone piece of equipment or Small Tools. At City's option, the full price for equipment or Small Tools may be paid, and City may take possession upon completion of the Work. 11.2.1.1.5 All Hard Construction Costs. 11.2.1.1.6 D/B Contingency Fund, which shall not exceed 5% of Hard Construction Costs. 11.2.1.1.7 Reimbursable Costs. Example: Utility fees. I I .2.1.1.8 D/B Fixed Fee for the complete design and construction of the entire Project as specified in the 90% CD's. 11.2.1.1.9 No more than $[]NSERT NUMERIC DOLLAR AMOUNT]. for Design Services and General Conditions. ] 1.2.1.1.]0 All home-office and field overhead costs of any type including document control and retention; ] 1.2. 1. 1.11 All business license costs; ] 1.2. 1. 1.]2 All profit D/B intends to earn under this Agreement. I ].2.1.1.13 All direct and incidental costs incurred by D/B, except for those specifically identified under the General Conditions section. [WHERE DO WE DEFINE DIRECT OR INCIDENT A L COSTS"]. ]1.2.1.1.14 [fNSERT OTHER???]. 15 5-115 11.2.1.2 Full Compensation. Unless otherwise expressly provided in this Agreement, GMP shall be the maximum amount of compensation to due to DiE for all permitted costs of any type incurred by DIE in perfonning all services and obligations under this Agreement. 11.2.2 Itemization. DIE shall provide City with an itemization of the GMP that reconciles the GMP with the itemized costs. The itemization shall include the following: 11.2.1.1 DIE Fixed Fees. The fees charged by the contractor for staff, equipment, office space and overhead during the tenn of the project. 11.2.1.2 Hard Construction Costs. Hard Construction Costs broken down into categories for each of the major trades for the Project, which will include labor, material expenses, equipment costs, and a reasonable DIE Contingency Fund. 11.2.1.3 lV/hat else?"?]. 11.2.3 Alternate Bid Items. DIE shall prepare, with the cooperation of the City, alternate bid items to assure that the cost of the Project will not exceed the GMP. 11.2.4 Adjustments to GMP Based on Approved Change Orders. GMP may be changed, increased or decreased, based on Change Orders approved pursuant to Article XIII. 11.2.5 Adjustments Based on Other Cost Increases. GMP may be increased due to: (i) acts of God, acts of any governmental authority, the elements, war, litigation, shortages of material, 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 DIE's control, (ii) actual bids received being greater than estimated, or (iii) other factors not the result of unreasonable conduct by D/B. The GMP may be increased by the amount of such increases; however, if GMP as proposed to be increased shall exceed the Estimated Costs, such change to GMP shall be subject to approval by City Council. 11.3 Dutv to Advance Costs. DIE shall advance all costs for Project subject to Reimbursement in the manner described in Article XVI. 11.4 Use of Proiect Contin!!encv. Project Contingency shall not be used without prior, written City approval and shall not be used for: (i) work required due to DIE's, its officers', agents' or employees' failure to perfonn Work or Services according to the tenns of this Agreement, in compliance with the Construction Documents, and/or Law; or (ii) uninsured losses resulting from the negligence ofD/B, its officers, agents, or employees. 11.5 Notification of Increased Costs. If, at any time, the DIE anticipates that the amount expended on the Project will exceed the Estimated Cost or the GMP, when established, the DIE shall inunediately, not more than ten (10) Working Days ITom becoming aware of the potential increase, notify the City in writing. This written notification shall include an itemized cost estimate and a list of recommended revisions that the DIE believes will bring the Project cost to within the Estimated Cost or GMP. Following the delivery of the Notice, DIE shall assist the City in reviewing the itemized cost breakdown and adjusting the Scope of Work and establishing a revised Project, the cost of which will not exceed the Estimated Cost or GMP, once establish. 11.5.1 City Action. Following consultation with the DIE, the City may choose to: (i) approve an increase in the amount authorized for the Project; (Ii) delineate a project, which may be constructed for the budget amount; (iii) any combination of (i) and (ii); or tenninate the Project subject to the tennination provisions in Article XXVII. ARTICLE XII. PRODUCTS 12. 1 Submittals. Prior to the bidding process, DIE shall submit for City approval a list of products intended for use in the Project. Upon D/B's completion of plans and specifications, City will review and approve products specified therein. DIE shall provide City a copy of each submittal for City approval throughout the duration of construction within twenty (20) Calendar Days of DIE's receipt of submittal. Approval is general approval only and in no way relieves DIB of its sole responsibilities under this Agreement or any and all laws, codes, permits or regulations. 16 5-116 12. 2 Substitutions. D/B shall submit all requests for product substitutions to City in writing within thirty (30) Calendar Days after the date of award of the construction contract. After expiration of the thirty (30) Calendar Days, City will allow substitution only when a product becomes unavailable due to no fault ofD/B's contractor. City shall review substitution requests within thirty (30) Calendar Days of submission of such requests. D/B agrees that City requires Consultant's input and as such D/B shall coordinate a five (5) Working Day review by its Consultant. 12.2.1 Substantiate Request. D/B shall include with each substitution request complete data substantiating that the proposed substitution conforms to requirements of the Contract Documents. 12.2.2 DIE Representations. By submitting a substitution request, D/B is representing to City all of the following: (i) D/B has investigated proposed product and determined that in all respect the proposed product meets or exceeds the specified product; (ii) D/B is providing the same warranty for the proposed product as was available for the specified product; (iii) D/B shall coordinate installation and make any other necessary modifications which may be required for work to be complete in all respects; and (iv) D/B shall waive any claims for additional costs related to the substituted product, unless the specified product is not commercially available. 12.2.3 Separate Written Request. City will not consider either substitutions that are implied in the product data submittal without a separate written request or substitutions that will require substantial revision of construction contract documents. 12.3 Sam Dies. 12.3.1 Postage. Samples shall be sent to D/B's office, carriage prepaid. 12.3.2 Review. D/B shall furnish to City for review, prior to purchasing, fabricating, applying or installing, (2) two samples (other than field samples) of each required material with the required fmish. 12.3.2.1 Where applicable, all samples shall be 8" x 10" in size and shall be limited in thickness to a minimum consistent with sample analysis. In lieu thereof, the actual full-size item shall be submitted. 12.3.2.2 D/B shall assign a submittal number. D/B shall include with each submission a list of all samples sent, a statement as to the usage of each sample and its location in the Project, the name of the manufacturer, trade name, style, model, and any other necessary identifying information. 12.3.2.3 All materials, finishes, and workmanship in the complete building shall be equal in every respect to that of the reviewed sample. 12.3.2.4 City will return one submitted sample upon completion of City review. 12.3.2.5 D/B's, or D/B's agent's, field samples shall be prepared at the site. Affected fmish work shall not commence until DIB or its agents have been given a written review of the field samples. 12.3.3 Not a Reiease of Liabiiity. City's review of samples in no way relieves D/B ofD/B's responsibility for construction of Project in full compliance with all Contract Documents. 12.4 Observe Testin2. When appropriate, D/B shall witness testing and review materials and equipment testing results and provide comments regarding conformance with specification requirements. ARTICLE XIII. CHANGE ORDERS 13.1 When Reauired. Change Orders shall be required in the following instances: 13.1.1 GMF. Any adjustment in GMP. 13.1.2 Contract Time. Any adjustment in Coutract Time of Completion Date. 13.1.3 Use of Contingency Fund. At any time D/B seeks to u.se the Contingency Fund, irrespective of impact on the GMP or Contract Time. 13.1.4 City Requests. The City directs D/B to perform Additional Services. 17 5-117 13.1.5 Other. Any other instance for which this Agreement expresses that a Change Order shall be used. 13.2 Process for ADDroval of Chanl?:e Orders. Within five (5) Calendar Days of any event that gives rise to the need for a Change Order, the D/B shall provide the City with written notice of the need for the same. The Change Order must indicate whether the change will affect, in any way, by increasing or decreasing, the GMP, Project Schedule, or project quality established during the design and submittal review process. In addition, it shall be accompanied by a detailed and complete estimate of cost impact associated with the Change Order, including all appropriate direct and indirect costs and credits. All such costs and credits shall be accurately categorized into D/B Fixed Fee, Reimbursable Costs or Hard Construction Costs. D/B shall also provide City with a realistic estimate of the impact, if any, the Change Order will have on the Contract Time. 13.2. I Project Manager Approval. [fthe Change Order request does not result in an increase in the Estimated Cost, the [INSERT WHO] shall either approve or reject the Change Order in writing within ten (10) Working Days ofreceiving D/B's written notice, provided D/B has submitted complete documentation substantiating the need for such Change Order. lfCity fails to respond to Dill's vvritten notice within the ten (10) Working Days, the Change Order request shall be deemed denied. 13.2.2 City Council Approval. For Change Orders not subject to section 13.2.1, City Council approval is required. The City Council may either approve, reject, or approve in part such Change Orders. Council Approval shall not be subject to the ten (10) Working Day response time provided for in section 13.3.l. 13.3 Written ADDroval of Chanl?:e Orders. D/B shall not proceed on work requested under a Change Order, absent written approval from the appropriate authority. Any Services or Work, which require t he approval of a Change Order, perform by D/B prior to approval shall not be reimbursed. 13.4 Failure to Af!ree on Cost of Chao!!e Order or Time. In the event there is any disagreement or dispute between the Patties as to whether the D/B is entitled to a Change Order, the amount of the Change Order or any increase in Contract Time requested through the Change Order, the dispute shall be resolved by the Director of Public Services. [fthe determination of the Director of Public Works is challenged, such challenge shall be address in the manner identified in Section 30.17. D/B shall not have the right to stop or delay in the prosecution of any services or work, including services or work that is the subject of the Change Order (if directed by the City), pending the determination of the Director of Public Services or, if applicable, fmal -resolution. Instead, D/B shall continue diligently prosecuting all such services and work. 13.4 Full Compensation. Payment to D/B for Change Orders shall provide full compensation for all equipment, materials, labor, field and home office overhead, mark-ups, and profit necessary to complete the work. By executing a Change Order, the D/B or D/B's representative acknowledges that no additional compensation or claims for items of work listed in the Change Order will be allowed. 13.5 Errors and Omissions. D/B shall not be reimbursed for any costs or expenses of a Change Order resulting from a design error or omission, D/B's negligence, or the negligence of any ofD/B's agents or subagents. D/B shall be reimbursed for any costs or expenses of a Change Order resulting from a design error or omission that is the direct result of a City request for such design or omission. The City reserves the right to seek reimbursements for any funds used due to errors or omissions of the Design Consultants, DIE's negligence, or the negligence of any ofD/B's agents, or subcontractors. 13.6 City Refusal to Approve Chanl?:e Order. D/B shall not have the right to terminate this Agreement for the City's refusal to approve a Change Order pursuant to Sections 13.2.lor and 13.2.3 . ARTICLE XIV. EXTRA WORK 14.1 Citv Authority to Order Extra Work. City may at any time prior to Project Completion order Extra Work on the Project. The sum of all Extra Work ordered shall not exceed five percent (5%) of the Estimated Cost at the time of the Bid Award, without invalidating this Agreement and without notice to any surety. 14.1.1 Requests in Writing. All requests for Extra Work shall be in writing, shall be treated as, and are subject to the same requirements as Change Orders. D/B shall not be responsible for failure to perform Extra Wark, which was requested in a manner inconsistent with this section. 18 5-118 14.2 Bonds Required for Extra Work. DIB's and its agents' bonds, required under Article XXIV, shall cover any Extra \V'ark provided that the Extra Work is paid for by the Project Budget 14.3 Reimbursement for Extra Work. Work performed by DIB as Extra Work is reimbursable in the same manner described in Article XVI. The Project contingency as described in Article XI, will be used first to cover the costs of Extra Wark. 14.4 MarkuD. DIB will be paid a reasonable allowance for overhead and profit for Extra Work. The allowance shall not exceed five percent (5%) of the approved costs for the Extra Work. ARTICLE XV. CHANGED CONDITIONS 15. I Chan2ed Conditions. Changed Conditions shall be addressed under the Greenbook section 3-4; however, Parties acknowledge that even if Changed Conditions are found to be present, the Project shall not exceed the GMP without express City Council approval of an increase to the Project Budget. Absent such express approval of additional funds, DIB shall provide City with value engineering and Parties will return Project to within the total Proj ect cost. ARTICLE XVI. PAYMENT TERMS 16.1 Payment 16.1.1 Fundsfor Payment. DIB shall only be entitled to payment for Services and Work performed under this Agreement ITom the funds appropriated for the Project. 16. 1.2 Maximum Payment. DIB shall be entitled to payment in an amount not to exceed the GMP or subsequently approved increase in GMP. DIB is not entitled to payment for unapproved expenses, unapproved increases in costs, or other increases caused by DIB negligence, omissions, or failure to seek approval for additional or increased costs. 16.1.3 Applicationfor Payment. DIB shall submit to City a certificate and application for payment on or before the 5'" day of each calendar month ("Payment Application"). The Payment Application shall be based upon the percentage of completion of the Schedule of Values plus any Reimburseable Costs, less any payments previously made by the City, incurred or advanced for the Project for which DIB was has not previously received payment. The Payment Application must include all relevant documents in accordance with Section 15.1.6. If the City determines that all relevant documents have not been submitted, City shall request that DIB provide additional documentation. DIB shall provide additional documentation within ten (10) Working Days of request. City is not obligated to make payment to DIB until City has received all relevant documentation to support Reimbursement Request. After all appropriate cost documentation has been received and City approves the Payment Application, City shall make payment to DIB of all uncontested charges within sixty (60) Calendar Days of receipt of a complete Payment Application. 16.1.3. I Withholding. From each payment, ten percent (10%) will be deducted and retained by the City, and the remainder will be paid in accordance with the tenns and conditions of this Agreement. No payment made to DIB or its sureties will constitute a waiver of any rights the City has under this Agreement. This section is not intended to limit any rights the City may have under the Performance or Payment Bond. In lieu of withholding retention under this Agreement, at the election ofDIB, City will deposit retention amounts into escrow and/or the substitution of securities for money as provided in California Public Contract Code Section 22300. 16.1.3. 2 Payment of Withholding. The City will pay the DIB for the amounts withheld forty-five (45) Calendar Days ITom recordation of the Notice of Completion, providing that no Stop Notices or Mechanic's Liens have been filed since the recordation of the Notice of Completion. 16.1.3.2.1 Where a Stop Notice or Mechanic's Lien has been filed following the recordation of the Notice of Completion, the amount in controversy shall continue to be withheld until a fully executed release of Stop Notice or Mechanic's Lien has been fIled and a conformed copy delivered to the City. 19 5-119 16. 1.3. 3 Contested Charges. In the event City contests any charges contained in the Payment Application, the dispute shall be resolved in the manner identified in Section 2 I .6. DIE shall not have the right to stop or delay in the prosecution or any Services of Work, pending the determination of the Director of Public Services or, if applicable, final resolution. Instead DIE shall continue to diligently prosecute all Work and Services. During the time of the dispute, the City shall withhold the amount ofthe charge in question. 16.1.3. 4 Cutoff for Submission of Reimbursement Requests. DIE shall submit all Reimbursement Requests within six (6) months of the date on which Final Completion occurs and City accepts the Project. Any Reimbursement Request submitted after the Cutoff Date shall not be reviewed or included in Reimbursable Cost. 16. 1.4 Verification of Reimbursement Request. DIE shall supply documentation to support the Reimbursement Request including, but not limited to, proof that all mechanic liens have been released, copies of invoices received and copies of cancelled checks, substitute checks, or image replacement documents showing that payment has been made in connection with the Reimbursement Request in the following manner: 16. 1.4. I DIE shall submit two (2) copies of a Reimbursement Request (cover letter, invoice, and documentation) to the City. 16.1.4. 2 After review and approval, the City shall prepare a memorandum to the Financing Department that the invoice is appropriate to pay. The memorandum shall indicate any costs to be disallowed and the reason for the disallowance. 16.1.4. 3 Prior to the approval of the Reimbursement Request, City has the right to verify whether or not the materials and work for which reimbursement is being requested have been installed and performed as represented in the Reimbursement Request. 16.1.5 Non-reimbursable Costs. Except to the extent that City expressly assumes the risk of loss under this Agreement, City shall exclude from the amounts payable to DIE the fair value, as determined by City, of property that is destroyed, lost, stolen, or damaged rendering it undeliverable or unusable for City. In addition, DIE is not entitled to reimbursement for any cost or expenditure that has not been approved by the City in the manner required by this Agreement or the City Charter and rules, regulations, or laws promulgated there-under. ARTICLE XVII. INSPECTION 17.1 Insoection Team. The Project shall be inspected by a team composed of, at a minimum, the following: i.) representatives of the City, ii.) representative from DIE's Design Team, iii.) the Construction Manager, and iv.Representative, (iii) DIE's Consultant(s), and (e) the DIE's construction superintendent (Inspection Team] 17.2 Insoection Sta~es. The Project shall be inspected by the Inspection Team at minimum during the following stages: (i) when required by code, (ii.) as directed by the " Special Inspections" provision, (iii) bi-weekly. 17.3 Access. City, its consultants, subcontractors, independent testing laboratories as well as other governmental agencies with jurisdictional interests will have access at reasonable times with the project manager's approval for this observation, inspecting and testing. DIE shall provide them proper and safe conditions for such access and advise them of DIE's safety procedures and programs so that they may comply. 17.4 Additional InsDections. City will make, or have made, such inspections and tests, as the City deems necessary to see that the Work is being accomplished in accordance with the requirements of the Construction. 17.5 Notice. DIE 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. DIE shall give at least 24 hours notice for on-site inspection and five (5) days notice for off-site inspection. 17.6 Costs of InsDection. Unless otherwise specified, the cost ofinspectioo and testing will be borne by the City. Any expenses associated with re-inspection shall be borne by DIE. 20 5-120 17.7 Concealin2 Work. Prior to concealing work, DrB shall obtain approval of work ITom the City and as required by all State Building Codes. City has the right to stop or suspend Work activities which will conceal or Cover up D/B Work product which is to be inspected or tested, or which will interfere with the inspection or testing activities, for a reasonable time and DrB will have no right to additional cost or time it may incur as a result of the Wark stoppage. 17.8 Defective Work. In the event such inspections or tests reveal non-compliance with the requirements of the Construction Documents or defective work, the provisions and process of Article XXII shall apply. 17.9 Not a Waiver of Obli2ations. Neither observations by the City nor inspections, tests, or approvals by City or others shall relieve DrB ITom DrB's obligations to perform the Work in accordance with the Construction Documents. This approval is general approval only and in no way relieves D/B of its sole responsibilities under this Agreement or any and all laws, codes, pennits or regulations. ARTICLE XVIII. PROJECT COMPLETION 18.1 Notice to Citv. When D/B determines that the Project is complete, DrB shall notify the City in writing of the Projects status within seven (7) Calendar Days of the DrB's determination. The notice shall certify to City that the Project has been completed in accordance with the Construction Documents, all applicable building codes and regulations, all permits, licenses, and certificates of inspection, use and occupancy, and ordinances relating to the Project. 18.2 Walk-Throu2h Insnection. A preliminary Walk-Through Inspection shall be conducted by City within ten (10) Working Days following DrB's notice to City of completion ("Walk-Through Inspection"). The Walk- Through Inspection will be conducted by the Inspection Team identified in Article XVII, Section 17.1. 18.2.1 Punch List. A Punch List, if necessary, shall be prepared by City during the Walk-Through Inspection. The Punch List shall be presented to DrB by the RE within three (3) Working Days of the Walk- Through Inspection. DrB shall correct the items listed on the Punch List within thirty (30) Calendar Days of receipt of the punch list and prior to the Final Inspection. 18.2.2 Failure to IdentifY Items. As to any items not included on the Punch List or later discovered, nothing in this section is intended to limit DrB's obligations under this Agreement and City will maintain all remedies available under this Agreement and the law. 18.3 Eauinment Demonstration. Prior to fmal inspection, DrB shall demonstrate to City the operation of each system in the Project, and instruct City personnel in operation, adjustment and maintenance of equipment and systems, using the operation and maintenance data. 18.3.1 Startup. The DrB shall supervise, manage, and coordinate all project startup and testing activities for mechanical systems within the provisions of the project Contract Documents. 18.3.2 Reporting. The DrB shall report progress of project startup and testing to the City in a manner consistent with the City's reporting system. 18.4 FinalInsnection. Provided DrB has corrected the Punch List items and notified the City of the correction ("Notice of Correction"), the Final Inspection for the Project shall be scheduled and conducted within ninety (90) Calendar Days of the Notice of Correction. ARTICLE XIX. PROJECT ACCEPTANCE AND FINAL COMPLETION 19.1 Accentance. Upon approval by the Inspection Team during the Final Inspection that Project improvements are complete and that work required on the Punch List has been finished, City shall accept the Project ("Acceptance"). Upon Acceptance, DrB shall do all of the following: 19.1.1 Notice o[Completion. DrB shall execute and file a Notice of Completion with the County Recorder of San Diego County and shall provide the RE with a conformed copy of the recorded Notice of Completion. 19.1.2 Lien and Material Releases. DrB shall cause all contractors and subcontractors to provide lien and material releases as to the Project and provide copies of such lien and material releases to the City or, 21 5-121 upon approval of City which shall not be unreasonably withbeld, provide bonds in lieu of lien and material releases in a fonn reasonably acceptable to City for all such work. 19.2 Final Completion. Final Completion of the Project shall be deemed to occur on the last date of the following events: (i) recordation of the Notice of Completion with a conformed copy to City; (ii) submission of all documents required to be supplied by D/B to City pursuant to this Agreement, including As-Built Drawings, warranties, and operating and maintenance manuals; or issuance of a fmal certificate of occupancy. 19.2.1 As-Builts. City will evaluate the submitted As-Builts for accuracy and completeness and may return comments. D/B shall meet with City until all issues are resolved. Upon issue resolution, in accordance with disputed work procedures in Section 22.6, D/B shall submit a mylar set and three (3) final blue line sets of As-Builts stamped by the architect/engineer of record as required by law. 19.2 No Waiver. DIB's obligation to perform and complete the work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress payment or acceptance of work, nor any payment by City to DIB under the Contract Documents, nor any use or occupancy of the Project or any part thereof by City, nor any act of acceptance by City, nor any failure to do act, nor any review of a shop drawing or sample submittal, will constitute an acceptance of work, which is not in accordance with the Contract Documents. ARTICLE XX. PROJECT DELIVERABLES 20.1 Proiect Deliverables. Prior to Acceptance, D/B shall deliver all ofthe following to the City in the format required: 20.1.1 As-Builts. D/B shall provide As-Builts in 3 sets of paper and electronic format ( pdt) or CAD files on CD disks. 20. 1.1.1 As-Builts shall show by dinaension accurate to within one (1) inch, the centerline of each run of conduits and circuits, piping, ducts, and other sinailar items as determined by City, both concealed and visible. DIB shall clearly identify the item by accurate note such as "cast iron drain," galvanized water, etc. D/B shall clearly show, by symbol or note, the vertical location of the item ("under slab", "in ceiling", "exposed", etc.), and make all identification sufficiently descriptive that it may be related reliably to the specification. DIB shall thoroughly coordinate all changes on the As-Builts making adequate and proper entries on each page of specifications and each sheet of drawings and other documents where entry is required to properly show the change. 20. 1.1.2 D/B shall include all of the following on the As-Builts: 20.1.1.2.1 Depth of foundation in relation to fmished first floor. 20. 1.1.2.2 Horizontal and vertical locations of underground utilities and appurtenances, with references to permanent surface improvements. 20. 1.1.2.3 Locations of internal utilities and appurtenances, with references to visible and accessible features of the structure. 20. 1.1.2.4 Field changes of dinaensions and details. 20. 1.1.2.5 Changes authorized by approved proposal requests, construction Change Orders, discussion with City that resulted in any changeldeviation ITom City's program, specifications, approved plans, equipment or materials. 20. 1.1.2.6 Details not issued with original Construction Drawings, designlbuild plans deferred approvals, etc. 20. 1.1.2.7 Upon completion of work, obtain signature of licensed surveyor or civil engineer on the Project record set verifying layout information. 20. 1.1.2.8 Show locations of all utilities on-site with size, and type of pipe, if different than specified, and invert elevations of pipe at major grade and aligrunent changes. 20. 1.1.2.9 The title "PROJECT RECORD" in 3/8" letters. 22 5-122 20. 1.1.3 D/B shall maintain a set of As-Builts at the Project site for reference. D/B shall ensure that changes to the As:-Builts are made within twenty-four (24) hours after obtaining information. Changes shall be made with erasable colored pencil (not ink or indelible pencil), shall clearly describe the change by note (note in ink, colored pencil or rubber stamp) and by graphic line, shall indicate the date of entry, shall circle the area or areas affected and, in the event of overlapping changes, use different colors for each change. 20.1.2 Operation and Maintenance Manuals. D/B shall submit all Operation and Maintenance manuals prepared in the following manner: 20.1.2. 1 In triplicate, bound in 8;1, x II inch (216 x 279 mm) three-ring size binders with durable plastic covers prior to City's Final Inspection. 20.1.2.2 A separate volume for each system, including but not limited to, mechanical, electrical, plumbing, roofmg, irrigation, and any other system as determined by City, with a table of contents and index tabs in each volume as follows: 20.1.2. 2.lPart 1: Directory, listing names, addresses, and telephone numbers ofD/B's subcontractors, agents, suppliers, manufacturers, and installers. 20. 1.2. 2.2Part 2: Operation and Maintenance Instructions, arranged by specification division or system. For each specification division or system, provide names, addresses and telephone numbers of D/B's agents, suppliers, manufacturers, and installers. In addition, list the following: (i) appropriate design criteria; (ii) list of equipment; (iii) parts list; (iv) operating instructions;(v) maintenance instructions, equipment; (vi) maintenance instructions, fmishes; (vii) shop drawings and product data; and (viii) warranties. 20.2 Ownership of Proiect Deliverables. Upon Final Completion or Termination, Project Deliverables shall become the property of the City. D/B and City mutually agree that the Contract documents for the Project shall not be used on any other work without the consent of each Party. Assemble and deliver to City upon Final Completion all records, docwnents, warranties, bonds, guarantees, maintenance! service contracts, and maintenance and operating manuals ARTICLE XXI. WARRANTIES 21.1 Warranties Reauired. D/B shall provide and require its agents to provide the warranties listed below. This warranty requirement is not intended to exclude, and shall not exclude, other implicit or explicit warranties or guarantees required or implied by law. 21.1.1 Materials and Workmanship. DIB shall guarantee, and shall require its agents to guarantee, all work on the Project against defective workmanship and materials furnished by D/B for a period of two (2) years /Tom the date of Project's Final Completion. D/B sha1l replace or repair any such defective work in a manner satisfactory to City, after notice to do so from City, and within the time specified in the notice. 21.1.2 New Materials and Equipment. D/B shall warrant and guarantee, and shall require its agents to warrant and guarantee, to City that all materials and equipment incorporated into the Project are new unless otherwise specified. 21.1.3 Design, Construction, and Other Defects. D/B sha1l warrant and guarantee, and shall require its agents to warrant and guarantee to City that a1l work is in accordance with the Plans and Specifications and is not defective in any way in design, construction or otherwise. 21.2 Form and Content. Except manufacturer's standard printed warranties, all warranties shall be on D/B's and D/B's agent's, material supplier's, installer's or manufacturer's own letterhead, addressed to City. All warranties shall be submitted in the format specified in this section, modified as approved by City to suit the conditions pertaining to the warranty. 21.2.1 Durable Binder. Obtain warranties, executed in triplicate by DIB, DIB's agents, installers, and manufacturers. Provide Table of Contents and assemble in binder with durable plastic cover. 23 5-123 21.2.2 Table of Contents. All warranties shall be listed and typewritten in the sequence of the Table of Contents of the Project manual, with each item identified with the number and title of the specification section in which specified, and the name of product or work item. 21.2.3 Index Tabs. Separate each warranty with index tab sheets keyed to the Table of Contents listing. 21.2.4 Detail Provide full information, using separate typewritten sheets, as necessary. List DIE's agents, installer, and manufacturer, with name, address and telephone number of responsible principal. 21.2.5 Warranty Start Date. Except for items put into use with DIE's pennission with date mutually agreed upon in writing, leave date of beginning of time of warranty open until the date of Final Completion. 21.2.6 Signature and Notarization. All warranties shall be signed and notarized. Signatures shall be required from DIE's consttuction conttactor and where appropriate, the responsible subconttactor. 21.3 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 Final Completion. 21.3.1 Plants, Trees, and Shrubs. Not withstanding above, all shrubs and ground cover shall have a ninety (90) Calendar Day warranty period and trees shall have a one (I) year warranty period. All plant warranties shall commence from the date of Final Completion. 21.4 Meetin!!s. During the two (2) year warranty period described in Section 21.3, DIE shall meet, and shall require its design Consultant, construction contractor, and key subcontractors to meet, with the City representatives, on a monthly basis, if requested by City. This meeting shall be held to discuss and resolve any problems that City discovers in design, consttuction, or furnishing, fixtures, and equipment of the Project during the two (2) year warranty period. 21.5 Warranty Inspection. At 180 and 360 days following Final Completion, during the one-year general building warranty period, D/B shall inspect each component of the Project, identify items requiring repair, and oversee and complete such repairs. Findings of such inspections shall be reported to the City. ARTICLE XXII. DEFECTIVE WORK 22.1 Correction. Removal. or Reolacement. If within the designated warranty period, or such additional period as may be required by law or regulation, the Project is discovered to contain Defective Work, the DIE shall promptly and in accordance with the City's written insttuctions and within the reasonable time limits stated therein, either correct the Defective Work, or if it has been rejected by City, remove it from the site and replace it with non-defective and conforming work. 22.2 City's Ri!!ht to Correct. If circumstances warrant, including but not limited to an emergency or DIE's failure to adhere to section 21.1, City may correct, remove, or replace the Defective Work. In such circumstances, DIE shall not recover costs associated with the Defective Work and shall reimburse the City for all City's costs, whether direct or indirect, associated with the correction or removal and replacement. 22.3 Non-Reimbursable Costs. All costs incurred by DIE or DIE's agents to remedy defects are non-reimbursable costs. If the City has already reimbursed the DIE for the defective work, City is entitled to an appropriate decrease in Reimbursable Costs, to withhold a setoff against the amount, or to make a claim against DIE'5 bond if DIE has been paid in full. 22.4 Extension of War ran tv. 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) years from the date of the satisfactory completion of the correction, removal, or replacement. 22.5 No Limitation on other Remedies. Exercise of the remedies for defects pursuant to this Article shall not limit the remedies City may pursue under this Agreement or law. 22.6 Disputes. If DIE and City are unable to reach agreement on disputed work, City may direct DIE to proceed with the work and compensate DIE for undisputed amounts. Payment of disputed amounts shall be as Jater determined by the Director of Public Services. If this decision is contested, the claims procedure in 29.17 shall be followed. DIE shall maintain and keep all records relating to disputed work for a period of three (3) years in accordance with Article XXVIII. 24 5-124 ARTICLE XXIII. MAINTENANCE OF LANDSCAPING & IRRIGATION WORK 23.1 Maintenance Period. If DIE is required to install or maintain landscaping and/or irrigation, DIE shall provide a maintenance period which shall begin on the fIrst day after all landscape and irrigation work on the Project is complete, checked, approved by City, and City has given written approval to begin the maintenance period, and shall continue thereafter for ninety (90) Calendar Days or until Project Acceptance, whichever is longer. 23.2 Maintenance Area. DIE or DIE's Contractor shall maintain all involved areas of the Project. 23.3 Maintenance Reauired. D/B or D/B's Contractor shall conduct regular planting maintenance operations immediately after each plant is planted. Plants shall be kept in a healthy, growing condition and in a visually pleasing appearance by watering, pruning, mowing, rolling, trimming, edging, fertilizing, restaking, pest and disease controlling, spraying, weeding, cleaning up and any other necessary operation of maintenance. Landscape areas shall be kept free of weeds, noxious grass and all other undesired vegetative growth and debris. DIE or DIE's Contractor shall replace all plants found to be dead or in an impaired condition within fourteen (14) days. Maintenance shall also include the following: (i) Filling and replanting of any low areas which may cause standing water; (ii) Adjusting of sprinkler head height and watering pattern; (iii) Filling and recompaction of eroded areas; (iv) Weekly removal of trash, litter, clippings and foreign debris; (v) Inspecting plants at least twice per week; (vi) Protecting all planting areas against traffic or other potential causes of damage. 23.4 LandsC30e and IrrhmtioD Insoection. At the conclusion of the maintenance period, City shall inspect the landscaping and irrigation to detennine the acceptability of the work, including maintenance. This inspection shall be scheduled with two (2) weeks notice, a minimum of ninety (90) Calendar Days after the plant maintenance period commencement, or when the DIE or DIB's contractor notifIes the City that they are ready for the fmal inspection, whichever comes last. The City will notify DIE of all deficiencies revealed by the inspection before acceptance. 23.5 Extension or Maintenance Period. DIE shall extend completion of the maintenance period when, in City's opinion, improper maintenance and/or possible poor or unhealthy condition of planted material is evident at the termination of the scheduled maintenance period. DIE shall be responsible for additional maintenance of the work until all of the work is completed and acceptable. Additional costs for failure to maintain landscaping during the Maintenance Period are not Reimbursable Costs. 23.6 Renlacement. Plants found to be dead or not in a vigorous condition, or if root balls have been damaged, within the installation, maintenance and guarantee periods, shall be replaced within fourteen (14) Working Days of notifIcation by City. DIE shall include, at DIE's or DIE's Contractor's expense, a timely written diagnosis of plant health by a certified Arborist, should a dispute arise. Arborist's report shall indicate reason for lack of vigor, potential remedies, if any, and estimate of time required to regain vigor and specified size. 23.6.1 Same Kind and Size. Plants used for replacement shall be same kind and size as specifIed and shall be furnished, planted and fertilized as originally specifIed. Cost of all repair work to existing improvements damaged during replacements shall be borne by DIE and shall not be Reimbursable Costs. ARTICLE XXIV. BONDS 24.1 Payment Bond. DIE shall provide or require its Construction Contractor to provide City with a Payment (material and labor) Bond in favor of City for one hundred percent (100%) of the Hard Construction Costs. 24.2 Performance Bond. DIE shall provide or require its Construction Contractor to provide City with a Faithful Performance Bond in favor of the City for one hundred percent (100%) of the GMP. 24.3 Term. The Payment Bond shall remain in full force and effect at least until the Project is accepted by the City and all claims for materials and labor are paid, for a minimum offorty-fIve (45) Calendar Days after the fIling of the Notice of Completion, except as otherwise provided by law or regulation. The Performance Bond shall remain in full force for thirry (30) Calendar Days following the fIling date of the Notice of Completion and Acceptance, at which time it will convert to a ten percent (10%) warranty bond, which shall remain in place until the end of all warranty periods set forth in this Agreement. 25 5-125 24.4 Certificate of A~encv. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. 24.5 Licensin~ and Ratin~. The bonds shall be duly executed by responsible surety companies admitted to do business in the State of California, licensed or authorized in the jurisdiction in which the project is located to issue bonds for the limits required by this agreement, listed as approved by the United States Department of Treasury Circular 570, and whose underwriting limitation is sufficient to issue bonds in the amount required by this agreement and which also satisfY the requirements stated in Section 995.660 ofthe Code of Civil Procedure, except as provided otherwise by laws or regulations, secured through an authorized agent with an office in California, and have a minimum AM Best rating of "A.". 24.6 Form. All bonds shall be in the form prescribed by City Attorney. 24.7 Insolvencv or Bankruotcv. If the surety on any bond furnished by the Construction Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located, DIE shall within seven (7) Calendar Days thereafter substitute or require the substitution of another bond and surety, acceptable to the City. ARTICLE XXV. INDEMNITY & DUTY TO DEFEND 25.1 Indemnitv Defense aDd Hold Harmless. General Reauirement. Except for liability for Professional Services covered under Section 25.2, D/B shall defend, indemnifY, protect and hold harmless the City, its elected and appointed officers and employees, ftom and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of D/B, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined Services or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the D/B, its employees, agents or officers, or any third party. 25.2 Professional Services. For those professionals who are required to be licensed by the state (e.g. architects, landscape architects, surveyors and engineers) ("Design Professionals"), Design Professionals shall defend, indemnifY and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Design Professional, its officials, officers, employees, agents, D/Bs, and contractors arising out of or in connection with the performance of the Design Professional's Services. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Design Professional, its employees, agents or officers, or any third party. The Design Professional's duty to indemnifY, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Design Professional's obligation and duties under this Agreement. 25.3 Indemnification for Liens and Stoo Notices. The D/B shall keep the Project and Property free of any mechanic's liens and immediately secure the release of any stop notices. The D/B shall defend, indemnifY, protect, and hold harmless, the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorney fees, arising from or attributable to a failure to pay claimants. D/B shall be responsible for payment of all persons entitled to assert liens and stop notices. 25.4 Indemnification for Hazardous Materials. D/B agrees to defend, indemnifY, and hold harmless, the City, its agents, officers and employees from and against any and all costs, damages, claims, and liabilities, including reasonable attorney fees, foreseeable or unforeseeable, directly or indirectly, arising from or related to the Hazardous Materials identified in the Phase I or Phase II Reports, if any, conducted pursuant to Article V. 26 5-126 DIB's inde!D11ity shall survive the close of escrow. Seller expressly preserves its rights against other parties and does not release, or waive its rights to contribution against, any other party. 25.5 Costs of Defense and Award. Included in the obligations in Sections 25.1 through 25.4, above, is the DIB's obligation to defend, at DIE's own cost, expense and risk, any and all aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers. DIB shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expense and cost incurred by each of them in connection therewith. 25.6 Insnrance Proceeds. DIB's obligation to indemnify shall not be restricted to insurance proceeds, ifany, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. 25.7 Enforcement Costs. DIB agrees to pay any and all costs City incurs enforcing the inde!D11ity and defense provisions set forth in this Article XXV. 25.8 Snrvival. Consultant's obligations under this Article XXV shall survive the termination of this Agreement. 27 5-127 ARTICLE XXVI. INSURANCE 26.1 General. DIB shall not begin work under this Agreement until it has: (i) obtained, and upon the City's request provided to the City, insurance certificates reflecting evidence of all insurance required in section 26.2; (ii) obtained City approval of each company or companies; and (iii) confIrmed that all policies contain the specifIc provisions required by section 26.4. 26.2 Tvoes of Insurance. At all times during the term of this Agreement, DiE shall maintain insurance coverage as follows: 26.2.1 Commercial General Liability. Contractor shall provide at its expense a policy or policies of Commercial General Liability [CGL] Insurance written on an ISO Occurrence form CG 00 010798 or an equivalent form providing coverage at least as broad and which shall cover liability arising from premises and operations, XCV (explosions, underground, and collapse) independent contractors, products/completed operations, personal injury and advertising injury, bodily injury, property damage, and liability assumed under an insured's contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modifIcation of the CGL Insurance limiting the scope of coverage for either "insured YS. insured" claims or contractual liability. Contractor shall maintain the same or equivalent CGL Insurance as described herein for at least ten (10) years following substantial completion of the work. All costs of defense shall be outside the policy limits. The Policy shall provide for coverage in amounts not less than two million dollars ($2,000,000) per occurrence for Bodily Injury, Personal Injury, or Property Damage. If Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this project/location, the general aggregate limit shall be twice the required occurrence limit. 26.2.2 Commercial Automobile Liability. For all ofDIB's automobiles used in conjunction with the Project including owned, hired and non-owned automobiles, DIB shall keep in full force and effect, a policy or policies of Commercial Automobile Liability Insurance written on an ISO form CA 00 01 1290 or a later version of this form or equivalent form providing coverage at least as broad in the amount of one million dollars ($1,000,000) combined single limit per occurrence, covering bodily injury and property damage for owned, non-owned and hired automobiles ["Any Auto"]. All costs of defense shall be outside the policy. 26.2.3 Architects and Engineers Professional Liability. For all ofOIB's employees who are subject to this Agreement, OIB shall keep in full force and effect, or DIB shall require that its architect/engineer(s) of record keep in full force and effect errors and omissions insurance providing coverage for professional liability with a combined single limit of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) annual aggregate. OIB shall ensure both that (i) this policy retroactive date is on or before the date of commencement of the Project; and (ii) this policy has a reporting period of three (3) years after the date of completion or termination of this Agreement. DIB agrees that for the time period defmed above, there will be no changes or endorsements to the policy that increases the City's exposure to loss. 26.2.4 Excess Liability. D/B shall provide Excess Liability Insurance affording three million dollars ($3,000,000) [Generally Check with Risk) in excess of General Liability and Employer's Liability limits afforded on primary policies. The coverage will be subject to the same terms, conditions, and exclusions fotmd in the primary policies. 26.2.5 Contractors Pollution Liability. If the DIB or its Contractors' Work includes cleanup, removal, storage, or otherwise handling of hazardous or toxic chemicals, materials, substances, or any other pollutants, Contractor shall provide at their expense Contractors Pollution Liability Insurance appropriate to cover such activities in an amount not less than $3,000,000 Combined Single Limit per occurrence/aggregate for bodily injury, property damage and remediation. 26.2.5.1 Claims made policies will include a fIve (5) year Extended Claims Discovery Period applicable to this Agreement, if reasonably available. 26.2.5.2 The policy for this insurance shall include Contractual Liability coverage. Such policy shall be endorsed to specifIcally provide for Work performed under the Agreement. 28 5-128 26.2.5.3 The DIE or its Contractors of any tier shall furnish to the City a policy or Certificate of Contractors Pollution Liability Insurance in which the City, its elected and appointed officers, employees, and agents, and the DIE are named as additional insureds. The policy or Certificate must plainly designate the name of the Project, name of the Disposal- Site, and the permits secured for its disposal. This Certificate must be furnished to the City, evidencing compliance with the outlined requirements, prior to the DIB or Contractor beginning their Work on the Project. Any failure to furnish this policy or Certificate of Insurance shall not relieve the DIE or Contractor from their obligations under this Section. 26.2.6 Hazardous Transporters Pollution Liability. IftheD/B's or its contractors' Work includes transportation of hazardous or toxic chemicals, materials, substances or any other pollutants the DIE or its Contractor of any tier shall provide, at their expense, Transporters Pollution Liability Insurance in an amount not less than $3,000,000 Combined Single Limit per occurrencel Aggregate for bodily injury, property damage and remediation. 26.2.6.1 Claims Made policies will include a five (5) year Extended Claims Discovery Period applicable to 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 DIE or its contractors of any tier shall furnish the City with a policy or Certificate of Hazardous Transporters Pollution Liability Insurance in which the City, its elected and appointed officers and employees, and agents, the DIE, and any upper tiered contractor are named additional insureds. 26.2.6.3 The policy or Certificate must plainly designate the name of the Project, name of the Disposal Site, and the permits secured for its disposal. This Certificate must be furnished to the City, evidencing compliance with the outlined requirements, prior to the DIE or Contractor beginning their Work on the Project. Any failure to furnish this policy or Certificate of Insurance shall not relieve the DIE or Contractor from their obligations under this Section. 26.2.7 Worker's Compensation. For all of DIE's employees who are subject to this Agreement and to the extent required by the State of California, DIE shall keep in full force and effect, a Workers' Compensation Insurance and Employers' Liability Insurance 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 law or equity occasioned by the failure of the DIB to comply with the requirements of this section. That policy shall provide at least the statutory minimums of one million ($1,000,000) for Bodily Injury by Accident for each accident, one million dollars ($1,000,000) for Bodily Injury by Disease each employee, and a one million dollars ($1,000,000) for Bodily Injury by Disease policy limit. 26.2.7.1 Prior to the execution of the Agreement by the City, the DIE shall file the following signed certification: "1 am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation or to undertake self- insurance, in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Contract." 26.2.8 Builder's Risk. To the extent commercially available, the City shall provide a policy of "all risk" Builders Risk Insurance. DIE shall add City and its respective elected officials, officers, employees, agents, and representatives to the policy as loss payees, to the extent such insurance is commercially available. Coverage will be provided for the Replacement Cost of Materials, Equipment and Fixtures destined to become a permanent part of the structure, and coverage will include Property in Transit and Property in Offsite Storage. DIE shall also add its construction contractor, and the construction contractor's subcontractors to the policy as additional named insureds or loss payees, to the extent their interest may appear. The limit for this policy shall be a minimum of$ [INSERT] (GMP dollar amount to reflect project soft and hard costs). It shall be DIE's responsibility to bear the expense of any deductible. The Builders Risk coverage shall expire at the time such insured property is occupied by City, or a Notice of Completion is filed, whichever occurs first. Contractor and its Subcontractors will 29 5-129 be solely responsible for any loss or damage to their personal property, including contractor's tools and equipment owned, used, leased or rented by the Contractor or Subcontractor. 26.3 Ratin~ Reauirements. Except for State Compensation Insurance Fund, all insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that have been given at least an "A" or "A-" and "V" rating by AM BEST, that are authorized by the California Insurance Commissioner to do business in the State of California, and that have been approved by the City. 26.3. I Non-Admitted Carriers. The City will accept insurance provided by non-admitted, "surplus lines" carriers only if the carrier is authorized to do business in the State of California and is included on the List of Eligible Surplus Lines Insurers [LESLJ list] with a current AM BEST rating of no less than A:X. 26.4 Endorsements Reauired. Each policy required under Article XXVI, section 26.2 of this Agreement shall expressly provide, and an endorsement shall be submitted to the City, that: 26.4.1 Additional Insureds. Except as to Architects and/or Engineers professional liability insurance and Workers Compensation, the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives shall be named as additional insureds. 26.4.1.1 Commercial General Liability. The policy or policies must be endorsed to include as an Additional Insured the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives. Liability Additional Insured Endorsement must be provided on ISO form CG 20 I 0 (11/85) or equivalent, specifically, coverage afforded City must be Primary and must not exclude Completed Operations. The coverage for Projects for which the Engineer's Estimate is one million dollars ($1,000,000) or more shall include liability arising out of: (i) Ongoing operations performed DIB or on DIE's behalf, (ii) DIE's products, (iii) DIE's work, including but not limited to completed operations performed by DIE or on DIE's behalf, or (iv) premises owned, leased, controlled, or used by DIE; the coverage for Projects for which the Engineer's Estimate is less than one million dollars ($1,000,000) shall include liability arising out of: (i) Ongoing operations performed by DIB or on DIE's behalf, (ii) DIE's products, work, including but not limited to completed operations performed by DIE or on DIE's behalf, or (iii) premises owned, leased, controlled, or used by you; Except that in connection with, collateral to, or affecting any construction contract to which the provisions of subdivision (b) of Section 2782 of the California Civil Code apply, these endorsements shall not provide any duty of indemnity coverage for the active negligence of the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives in any case where an agreement to indemnify the City ofChula Vista and its respective elected officials, officers, employees, agents, and representatives would be invalid under subdivision (b) of Section 2782 of the California Civil Code. In any case where a claim or loss encompasses the negligence of the Insured and the active negligence of the City of City ofChula Vista and its respective elected officials, officers, employees, agents, and representatives that is not covered because of California Insurance Code Section 11580.04, the insurer's obligation to the City of San Chula Vista and its respective elected officials, officers, employees, agents, and representatives shall be limited to obligations permitted by California Insurance Code Section 11580.04. 26.4.1 1 Commercial Automobile Liability Insurance. Unless the policy or policies of Commercial Auto Liability Insurance are written on an ISO form CA 00 01 1290 or a later version of this form or equivalent form providing coverage at least as broad, the policy or policies must be endorsed to include as an Additional Insured the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives, with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; Except that in connection with, collateral to, or affecting any construction contract to which the provisions of subdivision (b) of Section 2782 of the California Civil Code apply, this endorsement shall not provide any duty of indemnity coverage for the active negligence of the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives in any case where an agreement to indemnifY the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives would be invalid 30 5-130 under subdivision (b) of Section 2782 of the California Civil Code. In any case where a claim or loss encompasses the negligence of the Insured and the active negligence of the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives that is not covered because of California Insurance Code Section 11580.04, the insurer's obligation to the City of Chula Vista and its respective elected officials, officers, employees, agents, and representatives shall be limited to obligations permitted by California Insurance Code Section 11580.04. 26.4.2 Primary and Non-Contributory. The policies are primary and non-contributing to any insurance or self-insurance that may be carried by the City of Chula Vista, its elected officials, officers, employees, agents, and representatives with respect to operations, including the completed operations if appropriate, of the Named Insured. Any insurance maintained by the City of Chula Vista and its elected officials, officers, employees, agents, and representatives shall be in excess ofDIB's insurance and shall not contribute to it. 26.4.3 Waiver a/Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the term required by this Agreement. 26.4.4 Project General Aggregate Limit. The CGL policy or policies must be endorsed to provide a Designated Construction Project General Aggregate Limit that will apply only to the Work performed under this Agreement. Claims payments not arising trom the Work shall not reduce the Designated Construction Project General Aggregate Limit. The Designated Construction Project General Aggregate Limit shall be in addition to the aggregate limit provided for the products-completed operations hazard. 26.4.5 Written Notice. Except as provided for under California law, the policies cannot be canceled, non- renewed or materially changed except after thirty (30) Calendar Days prior written notice by DIB to the City by certified mail, as reflected in an endorsement which shall be submitted to the City, except for non-payment of premium, in which case ten (10) Calendar Days notice shall be provided. 26.4.3.1 The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" shall be deleted trom all certificates. 26.4.6 Additional Insurance. DIB may obtain additional insurance not required by this Agreement. 26.4.7 Prior to Starting Work. Before performing any work, DIB shall provide the City with all Certificates of Insurance accompanied by all endorsements. 26.5 Subcontractors. All coverages for subcontractors or subconsultants shall be subject to all of the requirements stated herein. Subcontractors and Subconsultants shall be protected against risk of loss by maintaining insurance in the categories and at the limits required herein. Subcontractors and Subconsultants shall name City and DIB as additional insureds under its policies. 26.6 Oblieation to Provide Documents. The DIB shall provide copies of documents including but not limited to certificates of insurance and endorsements, and shall furnish renewal documentation prior to expiration of insurance. Each required document shall be signed by the insurer or a person authorized by the insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all insurance policies required herein. 26.6.1 Cooperation. Tbe DIB and its Contractors shall cooperate fully with and provide any information or records requested by the City or regarding all aspects of the insurance and project, including but not limited to claims, audit, payroll, insurance records and safety. Delays in reporting information to the City may result in delays in progress payments to the D/B. 26.7 Deductibles/Self Insured Retentions. All deductibles and self-insurance retentions on any policy shall be the responsibility ofDIB. Deductibles and self-insurance retentions shall be disclosed to and approved by the City at the time the evidence of insurance is provided. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the DIB shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 31 5-131 26.8 Policy Chan~es. D/B shall not modify any policy or endorsement thereto which increases the City's exposure to loss for the duration of this Agreement. 26.9 Reservation of Ri!!hts. The City reserves the right, from time to time, to review the Contractor's insurance coverage, limits, deductible and self-insured retentions to determine if they are acceptable to the City. The City will reimburse the Contractor for the cost of the additional premium for any coverage requested by the City in excess of that required by this Agreement without overhead, profit, or any other markup. 26.10 Not a Limitation of Other Obli~ations. Insurance provisions under this section shall not be construed to limit the D/B's obligations under this Agreement, including Indemnity. 26.11 Material Breach. Failure to maintain, renew, or provide evidence of renewal during the term of this Agreement may be treated by the City as a material breach of contract. ARTICLE XXVII. TERML"IA TION/SUSPENSION OF WORK 27.1 Susoension of Work for ArchaeoloQical and/or PaleontoloQical Discoveries. If a discovery is made of an archaeological or paleontological interest, D/B shall immediately cease operations in the area of the discovery and shall not continue until ordered by City. When resumed, operations within the area of the discovery shall be as directed by City. 27.1.1 Discoveries which may be encountered may include, but are not be limited to, dwelling sites, stone implements or other artifacts, animal bones, human bones, fossils or any item with cultural significance. 27.1.2 D/B shall be entitled to an extension of time and compensation in accordance with the provisions of this Agreement. 27.2 Termination of A!!feement by City for Cause. If, through any cause, D/B shall fail to fulfill in a timely and proper manner D/B's obligations under this Agreement, or ifD/B shall violate any of the covenants, conditions, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to D/B of such termination and specifying the effective date thereof at least five (5) Calendar Days before the effective date of such termination. 27.3 Termination or Susoension for Convenience bv City. City may terminate or suspend this Agreement at any time and for any reason, by giving specific written notice to DIB of such termination or suspension and specifying the effective date thereof, at least seven (7) Calendar Days before the effective date of such suspension or termination. In the event of an emergency, advance notice shall not be required under this provision. 27.4 Termination of A~reement bv D/B. D/B may terminate the Agreement upon ten (10) days written notice to City, whenever either of the following occur: 27.4.1 Project Suspension. If the Project has been suspended under the provisions of Section 27.1 or 27.3, for more than ninety (90) consecutive days through no fault or negligence of D/B, and notice to resume Work or to terminate the Agreement has not been received from City within this time period; or, 27.4.2 Failure to Pay Amounts Due and Not in Dispute. If City fails to pay D/B any monies due and not in dispute in accordance with the terms of this Agreement within ninety (90) Calendar Days, plus the ten (10) Calendar Days afforded the City to remedy the failure, after presentation to City by D/B of a request therefore. 27.5 D/B Action ReQuired. Upon receipt of the Notice of Termination, D/B shall take any and all action that may be necessary, or that the City Manager may direct, for the protection and preservation of the property related to this Agreement that is in the possession of D/B and in which City has or may acquire an interest. 27.6 Possession, Ownershiu, and Control of Documents. In the event that this Agreement is terminated in accordance with Sections 27.2 through 27.4, all fmished or un[mished documents, data, studies, drawings, maps, plans, specifications, reports and other materials prepared by D/B, or any of its agents, Design Consultants or Subcontractors, shall, at the option of the City, become the sole and exclusive property of the City. 32 5-132 27.7 City Ri!!ht to Complete Proiect. In the event that the Agreement is tenninated pursuant to this Article XXVII, City may take possession of the Project and may complete the Project by whatever method or means City may select. 27.7.1 Excess Costs. In the event that the costs to complete the Project exceed the balance of funds, which had the Project been completed in accordance with this Agreement would have been due, the DIE shall be liable for and pay such excess costs to the City. 27.8 Pavment to DIBDue to Termination. Upon tennination, DIE 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 pennitted herein. The fair and reasonable amount shall be detennined in good faith by City considering the following: 27.8. I The price for completed services accepted, including any retention, by City not previously paid. 27.8.2 The costs incurred in the perfonnance of the Project tenninated, including initial costs and preparatory expense allocable thereto. These costs are only for Work completed and accepted by the City based on an audit of all Contractors' bills of materials and the timecards for Work actually perfonned. 27.8.3 A portion of the DIE Fixed Fee (overhead and profit) based on the percentage of Work completed on the Project; however, ifDIB would have sustained a loss on the entire Agreement had it been completed, City shall allow no profit under this section and shall reduce the amount payable to reflect the indicated rate ofloss. 27.8.4 D/B and Design Subcontractor services through the date of termination based on actual time spent as documented on timecards. Expenses shall be paid based on invoice and receipts provided by DIE. 27.8.5 Any amounts for Work or Services agreed to by the City Manager and DIE, but without duplication of any amounts agreed to above. 27.8.6 Reasonable demobilization costs, to the effective date of such tennination. 27.8.7 Iftennination occurs during Phase I, II, or III, DIE shall only be entitled to the Fees for Phases I, II, or III, associated therewith, or the respective portion thereof. 27.9 Lost Profits. Under no circumstances will DIE be entitled to any consideration for lost profit or lost opportunity costs. 27.IODeductions. The amount due DIE shall be reduced by amounts including the following: 27.10.1 Any claim that City has against DIE under this Agreement. 27.10.2 The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by DIE or sold under the provisions of this clause and not recovered by or credited to City. 27.10.3 Damages caused by DIE's breach, including Excess Costs pursuant to Section 27.7.1. 27.10.4 Property Destroyed, Lost, Stolen or Damaged. Except to the extent that City expressly assumed the risk ofloss, the City Manager shall exclude from the amounts payable to DIE, the fair value, as detennined by the City Manager, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to City. 27.1 I Disputes. If DIE does not agree that the amount detennined by the City Manager is fair and reasonable. DIE shall within thirty (30) Calendar Days of receipt of payment, shall gives notice of such disagreement to City. The dispute shall be resolved in the manner provide for in Section 22.6. 27.12 Waiver of Claims. In the event oftennination under this Article XXVI, failure of DIE to dispute amounts paid in the manner and within the timeframe provided in Section 27.] 1 shall act as a waiver of any and all claims for damages or compensation arising under this Agreement for any and all Work and Services performed under this Agreement up to the effective date of Notice of Termination. DIE hereby expressly acknowledges and agrees that such claims shall be waived as herein provided. 27.13Ri!!hts of City Preserved. In the event that the Agreement has been tenninated, the tennination shall not affect any rights or remedies of City against DIE then existing or which may thereafter accrue. Any retention 33 5-133 or payment of moneys due D/B by City will not release DIE fj-om liability. It is agreed that termination hereafter will not in any way release, waiver, or abridge any rights the City has against D/B's performance bond surety. ARTICLE XXVIII, RECORDS AND AUDITS 28.1 Record Svstem - Reimburseable Costs. DIE shall develop and maintain an accurate system for tracking all Reimbursable Costs. Utilizing this system, DIE shall include with each month payment application an itemization of all such Reimbursable Costs actually incurred by DIE, during the previous month. If requested by the City, D/B shaII provide all backup documentation supporting such Reimbursable Costs. 28.2 Record System - Hard Construction Costs. DIB shall develop and maintain an accurate system for tracking all Hard Construction Costs it incurs on the Project. Utilizing this system, DIE shall include with each monthly application for payment an itemization of all Hard Construction Costs actually incurred by DIE during the previous month. 28.3 Retention of Records. DIE, contractors, and subcontractors shall maintain data and records related to this Agreement for a period of not less than three (3) years following receipt of fmal payment under this Agreement or three (3) years following fmal settlement associated with the termination of this Agreement pursuant to Article XXVII, above. 28.4 Audit of Records. At any time during normal business hours, during the term of the contract plus and record retention period and as often as the City deems necessary, D/B and any or all Contractors or subcontractors shall make available to the City for examination at reasonable locations within the CitylCounty of San Diego all of the data and records with respect to all matters covered by this Agreement. D/B and all contractors or subcontractors will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and other data and media relating to all matters covered by this Agreement. Ifrecords are not made available within the CitylCounty of San Diego, then DIE shall pay all the City's travel related costs to audit the records associated with this Agreement at the location where the records are maintained. Such costs will not be Reimbursable Costs. 28.4.1 Costs. DIE and DIE's agents shall allow City to audit and examine books, records, documents, and any and all evidence and accounting procedures and practices that City determines are necessary to discover and verify all costs of whatever nature, which are claimed to have been incurred, anticipated to be incurred, or for which a claim for additional compensation or for Extra Work have been submitted under this Agreement. ARTICLE XXIX. NOTICES 29.1 Writin!!. Any demand upon or notice required or permitted to be given by one Party to the other Party shall be in writing. 29.2 Effective Date. Except in relation to Change Orders as provided for in section 29.4 or as otherwise provided by law, any demand upon or notice required or permitted to be given by one Party to the other Party shall be effective: (i) on personal delivery, (ii) on the second business day after mailing by certified or registered U.S. Mail, return receipt requested, (iii) on the succeeding business day after mailing by Express Mail or after deposit with a private delivery service of general use (e.g., Federal Express) postage or fee prepaid as appropriate, or (iv) upon successful transmission of facsimile. 29.3 ReciDients. Except in relation to Change Orders, all demands or notices required or permitted to be given shall be sent to all of the following: 29.3.1 29.3.2 29.3.3 29.4 ReciDients of Chan!!e Orders. 29.4.1 34 5-134 29.4.2 29.4.3 29.5 Chan2e of Address(es). Notice of change of address shall be given in the manner set forth in this Article. ARTICLE XXX. MISCELLANEOUS PROVISIONS 30.1 Headin2s. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 30.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number. 30.3 Reference to Para!!raohs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section in this Agreement. 30.4 IncorDoration of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 30.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the City or the Consultant, shall be deemed to be both covenants and conditions. 30.6 Inte2ration. This Agreement and the Exhibits and references incorporated into this Agreement fully express all understandings of the Parties concerning the matters covered in this Agreement. No change, alteration, or modification of the tenns or conditions of this Agreement, and no verbal understanding of the Parties, their officers, agents, or employees shall be valid unless made in the form of a written change agreed to in writing by both Parties or an amendment to this Agreement agreed to by both Parties. All prior negotiations and agreements are merged into this Agreement. 30.7 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any any other provision of this Agreement unenforceable, invalid, or illegal. 30.8 Draftin2 Ambi!!Uities. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement. 30.9 Conflicts Between Terms. If an apparent conflict or inconsistency exists between the main body of this Agreement and the Exhibits, the main body of this Agreement shall control. If a conflict exists between an applicable federal, state, or local law, rule, regulation, order, or code and this Agreement, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of this Agreement, the Exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notifY the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement. 30.10 PromD! Performance. Time is of the essence of each covenant and condition set forth in this Agreement. 30.11 Good Faith Performance. The parties shall cooperate with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 30.12 Further Assurances. City and D/B each agree to execute and deliver such additional documents as may be required to effectuate the purposes of this Agreement. 30.13 Exhibits. Each of the following Exhibits is attached hereto and incorporated herein by this reference: Exhibit A Exhibit B 35 5-135 Exhibit C Exhibit D Exhibit E Exhibit F 30.14 ComDliance with COntrollin~ Law. The Consultant shaH comply with aHlaws, ordinances, regulations, and policies of the federal, state, and local governments applicable to this Agreement, including California Labor Code section 1720 as amended in 2000 relating to the payment of prevailing wages if stated in the RFP, during the design and preconstruction phases of a project, including inspection and land surveying work. In addition, the Consultant shaH comply immediately with aH directives issued by the City or its authorized representatives under authority of any laws, statutes, ordinances, rules, or regulations. The laws of the State of California shaH govern and control the terms and conditions of this Agreement. 30.15 Jurisdiction. Venue. and Attornev Fees. The venue for any suit or proceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shaH be in the County of San Diego, State of California. The prevailing Party in any such suit or proceeding shaH be entitled to a reasonable award of attorney fees in addition to any other award made in such suit or proceeding. 30.16 MuniciDal Powers. Nothing contained in this Agreement shaH be construed as a limitation upon the powers of the City as a chartered city of the State of California. 30.17 Administrative Claims Reouirements and Procedures. No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has fIrst been presented in writing and fIled with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may ftom time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 30.18 Third Party RelationshiDs. Nothing in this Agreement shall create a contractual relationship between City and any third party; however, the Parties understand and agree that City, to the extent permitted by law, is an intended third party benefIciary of all D/B's contracts, purchase orders and other contracts between D/B and third party services. D/B shall incorporate this provision into its contracts, supply agreements and purchase orders. 30.19 Non-Assi~nment. The D/B shall not assign the obligations under this Agreement, whether by express assigrunent or by sale of the company, nor any monies due or to become due, without the City's prior written approval. Any assignment in violation of this paragraph shall constitute a Default and is grounds for immediate tennination of this Agreement, at the sole discretion of the City. In no event shall any putative assigrunent create a contractual relationship between the City and any putative assignee. 30.20 Successors in Interest. This Agreement and all rights aDd obligations created by this Agreement shall be in force and effect whether or not any Parties to the Agreement have been succeeded by another entity, and all rights and obligations created by this Agreement shall be vested and binding on any Party's successor in interest. 30.21 IndeDendent Contractors. The D/B, any consultants, contractors, subcontractors, and any other individuals employed by the D/B shall be independent contractors and not agents of the City. Any provisions of this Agreement that may appear to give the City any right to direct the D/B concerning the details of performing the Services under this Agreement, or to exercise any control over such performance, shall mean only that the D/B shall follow the direction of the City concerning the end results of the performance. 30.22 Aooroval. Where the consent or approval of a party is required or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 30.23 No Waiver. No failure of either the City or the Consultant to insist upon the strict performance by the other of any covenant, term or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach of such covenant, term or condition. No waiver of any breach shall affect or alter this 36 5-136 Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect to any existing or subsequent breach. 30.24 Sienine Authoritv. The representative for each Party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. fN WITNESS WHEREOF, this Agreement the City of Chula Vista and [fNSERT] have executed this Agreement thereby indicating that they have read and understood sarne, and indicate their full and complete consent to its terms. This Agreement is dated Agreement. _,2010 and this date shall constitute the effective date of this CITY OF CHULA VISTA, A Municipal Corporation [fNSERT COMPANY] By: CHERYL COX, Mayor By: [NAME OF AUTHORIZED REPRESENTATIVE} Attest: Approved as to form and legality: DONNA NORRIS, City Clerk By: BART MEISFELD, City Attorney Dated ,2010 37 5-137