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Home My WebLink AboutA9025 - AVIDEX INDUSTRIES, LLCCERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) 0613012024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA, LLC PHONAME: JosP.ph Chang 1166 Avenue of the Americas Nft Ext3: New York NY 10036 RECEIVED �` - - - ADORESS;. JOSepIl.ehaflgEstlMlSh.fJX11 CN102238245-Call-GAUP-24-25 INSURED Avidex Irduslnes, LLC 20382 HeJmam Cede Lake Forest. CA 92630 INSURER B : Mitsui Sumi Insurance Company Of America _ OFFICE OF THE CITY CLERK INSURER C: INSURER D INSURER E : COVERAGES CERTIFICATE NUMBER: NYCV1235332-09 REVISION NUMBER: 5 120362 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDLI"D POLIPOLICY NUMBER MLVD EFF PDLK:VEXP LOM LTR A X COMMERCIAL GENERAL LIABILtr1' X X CLL6403455-14 DBW2024 %3012025 EACH OCCURRENCE $ 1,000,01N1 CLAIMS -MADE L OCCUR DAMAGE TO RENTED PREMISES Ea aocunerlce $ 1,000,00b MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE i 2,000,000 X POLICY JE° LOC PRODUCTS-COMP/OP AGO $ 11000,000 $ OTHER: B AMioMoea.EwtBNm X X BVRB407292 0&3N2024 06130/2025 Ea tSINGLELIMIT accicien : 1000,000 BODILY INJURY (Per person) S X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per acdderd) $ PROPERTY DAMAGE accidNd S HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY $ UMSRELLALIAB OCCUR EACH OCCURRENCE S AGGREGATE $ EXCESS IlA6 CLAIMS -MADE DELI I I RETENTION $ S WORKERS COMPENSATION IAND"PLOVERS' LIABILITY YIN ANYPR0PRIET0F1PARTNEREXECUTNE OFFICERMEMBER EXCLUDED? N NIA I PER STATUTE ER E.L. EACH ACCIDENT S (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ E.L DISEASE -POLICY LIMIT $ 11 yes describe urMer DESCRIPTION OF OPERATIONS below I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, AddKional Remarks Scheduk,, may W altac wid d more space is required) The Cay of Palm Springs, its officials, employees and agerns are included as Additional Insured where required by wliben contract or agrwnwhit. This insurance is primary and non-contributory where required by written contact or agreement 30 Days Nonce of cancellation is provided to the holder as per Warned eMasemLnt. CPRTIFICATF FICA nFR CANCEL 1 ATION Ciy of Pahl Sprigs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3200 E. Tahquitz Canyon Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Pain Springs, CA 9Z262 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC 01988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0004180 SP 0216 -COI-PO4182-1 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 RECEIVED JUL 15 2024 OFFICE OF THE CITY CLERK 0216-01-00-0006180-0001 4)008670 DESIGN -BUILD CONTRACT BETWEEN THE CITY OF PALM SPRINGS AND AVIDEX INDUSTRIES LLC FOR THE DESIGN -BUILD PROJECT — PAVILION ACOUSTIC UPGRADES CITY PROJECT, CP 20-27 This Design -Build Contract ("Contract") is made and entered into this_IL_ day of , 2021 by and between the City of Palm Springs, (hereinafter referred to as "Agency") and Avidex Industries LLC (hereinafter collectively referred to as "Design - Build Entity" or "DBE"). Agency and DBE are sometimes individually referred to as "Party" and collectively as "Parties." RECITALS A. Agency desires to enter a single project for the turnkey design and construction for the Pavilion Acoustic Upgrades ("Project") as set forth in this Contract. Because of the unique nature of the Project, Agency desires to engage a single design -build entity to engineer and implement the Project. B. The DBE submitted a Proposal for the Project, which was selected as providing the best -value for the Project. C. DBE desires to perform and assume responsibility for the provision of the design and construction services, and such other services as required by the Agency on the terms and conditions set forth in this Contract and DBE represents that it is experienced in providing professional planning, design, and construction services to public entities, is appropriately licensed in the State of California to perform such services and is familiar with the Scope of Work. TERMS 1. Incorporation of Contract Documents. The above referenced recitals are true and correct and are incorporated into this Contract by this reference. This Contract includes and hereby incorporates in full by reference the following Contract Documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: (a) Contract (b) Attachment 1 to this Contract — Initial and Final Approved Scope (c) Attachment 1-1 to this Contract —Proposal (d) Attachment 2 to this Contract - General Conditions (e) Attachment 3 to this Contract — Performance Bond (f) Attachment 4 to this Contract — Payment Bond (g) Attachment 5 to this Contract — Rate Schedule (h) Attachment 6 to this Contract — Workers' Compensation Certification (i) Request for Proposal ("RFP") and all addenda, attachments and appendices (j) Agency approved Change Orders (k) Completed and approved Construction Documents in accordance with the General Conditions Pavilion Acoustic Upgrades, CP 20-27 2. The DBE's Basic Obligations and Compensation. The DBE promises and agrees, at its own cost and expense, to furnish to the Agency all design and construction services, labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project as described in the Contract Documents (hereinafter the "Scope of Work"). Agency shall pay to the DBE as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the Guaranteed Maximum Price ("Price") of One hundred twelve thousand seven hundred eighty-three Dollars 112 783.00 . Payment shall be made as set forth in the General Conditions. Unless otherwise stated in the Contract Documents, the Price shall pay for all costs and expenses required to design and construct the Project. 3. Standard of Care. The DBE's performance shall be consistent with the standards set forth in the Contract and the General Conditions. The DBE warrants to Agency that all Design Work will be performed in accordance with the highest professional standards and degree of care applicable to those design professionals who specialize in designing and providing services for projects of the type, scope, quality and complexity of the Project utilizing the Design -Build contracting mode. The DBE warrants to Agency that all labor, materials, equipment and furnishings used in, or incorporated into, the Construction Work will be of good quality, new (unless otherwise required or permitted by the Contract Documents), and all work will be free of liens, claims and security interests of third parties; that the work will be of the highest quality and free from defects and that all work will conform with the requirements of the Contract Documents. The DBE shall supervise, inspect, and direct the Project competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Project in accordance with the Contract Documents. The DBE shall be solely responsible for the means, methods, techniques, sequences, and procedures of design and construction of the Project. DBE shall perform, at its own cost and expense and without reimbursement from the Agency, any services necessary to correct errors or omissions which are caused by the DBE's failure to comply with the standard of care provided for herein. 4. Period of Performance and Liquidated Dama es. The DBE guarantees that it shall perform and complete all work necessary for Completion by the Guaranteed Completion Date. The Guaranteed Completion Date shall be 210 calendar days from the Agency's issuance of the Notice to Proceed with Construction. The DBE agrees that it shall be liable to the Agency for liquidated damages in an amount of One Thousand, nine hundred Dollars ($1,900) per day for each and every calendar day beyond the Guaranteed Completion Date that Completion of the Project has not been achieved at the Project Site. If not completed by the Guaranteed Completion Date, it is understood that the Agency will suffer damage, and that it is and will be difficult and/or impossible to ascertain and determine the actual damage which the Agency will sustain in the event of and by reason of the DBE's failure to complete the work, and therefore the DBE shall pay to the Agency the a stipulated sum as fixed and liquidated damages and not as a penalty. Any money due or to become due the DBE may be retained to cover liquidated damages. 2 Pavilion Acoustic Upgrades, CP 20-27 5. Approval of Design and Commencement of Construction. (a) The Scope of Work shall consist of three phases: the Schematic Design Phase, the Construction Document Phase, and the Construction Phase. (b) Upon receipt of the Notice to Proceed, the DBE shall commence work on the design. The design shall consist of preparation of the Schematic Design and the Construction Documents as set forth in the General Conditions. The Criteria Documents may be utilized to assist in scoping the Project, but responsibility for the design shall rest solely with the DBE. (c) DBE shall submit the following to Agency for approval: (i) Schematic Design; (ii) 50% Construction Documents; and (iii) 100% Construction Documents. (d) The Agency's review and approval of the design shall not relieve the DBE from its responsibilities under the Contract. Such review shall not be deemed an approval or waiver by the Agency of any deviation from, or of the DBE's failure to comply with, any provision or requirement of the Contract Documents, unless such deviation or failure has been identified as such in writing in the Document submitted by the DBE and approved by the Agency. The Agency Representative, or an Agency Engineer designated to review and approve Construction Documents, shall be authorized to approve the Construction Documents and any amendments or changes to the design. (e) The Contract Schedule shall indicate the time for the Agency to review the proposed Construction Documents and shall provide a reasonable time for review of same, not less than 14 days. DBE shall not be entitled to damages, liquidated or otherwise, for any delays during the design phase. (f) DBE shall not commence construction until the Agency approves the Completed Construction Documents and issues a Notice to Proceed with Construction. DBE may request a Notice to Proceed with Construction prior to completion of the 100% Construction Documents, and Agency may issue same, provided that DBE shall not construct any portion of the Project until the design of such portion has been approved. The Guaranteed Completion Date shall run from the Notice to Proceed with Construction even if issued prior to completion of the 100% Construction Documents. 6. Agency's Representative. The Agency hereby designates Avidex Industries LLC or his or her designee, as the person to act as its representative for the performance of this Contract ("Agency's Representative"). The Agency's Representative shall be authorized to act as liaison between Agency and the DBE in the administration of this Contract and all work on the Project. The Agency's Representative shall have the power to act on behalf of the Agency for all purposes under this Contract, including for the purpose of approving the design. Agency may designate new and/or different individuals to act as Agency's Representative from time to time upon written notice to the DBE. Pavilion Acoustic Upgrades, CP 20-27 7. DBE's Representative. The DBE hereby designates Avidex Industries LLC, or his or her designee, to act as its representative for the performance of this Contract ("DBE's Representative"). DBE's Representative shall have full authority to represent and act on behalf of the DBE for all purposes under this Contract. DBE's Representative shall supervise and direct all work on the Project, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the work pursuant to this Contract. 8. DBE's Contractor's License and Registration. The DBE shall have only appropriately licensed contractors performing work on the Project as required by the Business and Professions Code. The DBE (Contractors CA License No. 981651) shall act as the licensed contractor for the Project. DBE shall perform all services required under the Contract Documents in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform such services in the same discipline in the State of California, and the DBE shall be fully responsible to the Agency for any damages and/or delays to the Project as specified in the Contract. The licensed contractor shall be registered with the Department of Industrial Relations to perform public work Re istration No. 1000004292). 9. DBE's Design Professional. The DBE shall name a specific person to act as the Design Professional as described in the General Conditions, subject to the approval of the Agency. The DBE hereby designates Avidex Industries LLC (Contractors CA License No. 981651) to act as the Design Professional for the Project. DBE's Design Professional shall perform all services required under the Contract Documents in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform such services in the same discipline in the State of California, and the DBE shall be fully responsible to the Agency for any damages and/or delays to the Project as specified in the indemnification provisions of the Contract. Any change in the Design Professional shall be subject to the Agency's prior written approval, which approval shall not be unreasonably withheld. The new Design Professional shall be of at least equal competence as the prior Design Professional. In the event that Agency and DBE cannot agree as to the substitution of a new Design Professional, the Agency shall be entitled to terminate this Contract as described in the General Conditions. 10. DBE's Indemnification. (a) To the fullest extent allowed by law (including without limitation Civil Code Sections 2782 and 2782.8), the DBE shall defend (with counsel of Agency's choosing), indemnify and hold Agency, its officials, officers, agents, employees, and representatives free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, regardless of whether the allegations are false, fraudulent, or groundless, arising out of, related to, or in connection with any acts, omissions or willful misconduct of DBE, its officials, officers, employees, agents, consultants, contractors, and Subcontractors arising out of or in connection with the performance of the work or this Contract, including claims made by 4 Pavilion Acoustic Upgrades, CP 20-27 Subcontractors for nonpayment, and including without limitation the payment of all attorney's fees and other related costs and expenses except to the extent caused by the sole or active negligence or willful misconduct of the Agency. The DBE shall defend, at the DBE's own cost, expense and risk, with counsel of Agency's choosing, any and all such suits, actions or other legal proceedings of every kind that may be brought or instituted against Agency, its officials, officers, agents, employees and representatives. The DBE shall pay and satisfy any judgment, award or decree that may be rendered against Agency, its officials, officers, agents, employees and representatives, in any such suit, action or other legal proceeding. The DBE shall reimburse Agency, its officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The DBE agrees to pay, or reimburse Agency and Agency's Representative, for regulatory agency or court imposed fees, fines, or penalties imposed on Agency and Agency's Representative arising from the DBE's failure to complete the Project in a timely manner and/or in accordance with the Contract Documents and any applicable permits or Applicable Laws. The DBE's responsibility and obligation to pay, or reimburse Agency and Agency's Representative, for these fees, fines, or penalties shall be in addition to the assessment of liquidated damages for late completion of the Project. This indemnity provision shall apply to all liability, as provided for above, regardless of whether any insurance policies are applicable. Insurance policy limits do not act as a limitation upon the amount of the indemnification to be provided by the DBE. (b) If the DBE's obligation to defend, indemnify, and/or hold harmless arises out of the DBE's performance as a "design professional" (as that term is defined under Civil Code Section 2782.8), then, and only to the extent required under Civil Code Section 2782.8, which is fully incorporated herein, the DBE's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the DBE, and, upon DBE obtaining a final adjudication by a court of competent jurisdiction, DBE's liability for such claim, including the cost to defend, shall not exceed the DBE's proportionate percentage of fault. (c) In claims against any person or entity indemnified under this Article that are made by an employee of the DBE or any Subcontractor, a person indirectly employed by the DBE or any Subcontractor, or anyone for whose acts the DBE or any Subcontractor may be liable, the indemnification obligation under this Article shall not be limited by any limitation on amount or type of damages, compensation, or benefits payable by or for DBE or any Subcontractor under workers' compensation acts, disability benefit acts, or other employee benefit acts or any other insurance limitations. (d) The indemnification obligations under this Article shall not be limited by any assertion or finding that the person or entity indemnified is liable by reason of a non -delegable duty. (e) In the event the DBE and one or more than one other party is connected with an accident or occurrence covered by this indemnification, then all such parties shall be jointly and severally responsible to each of the Indemnitees for indemnification, and the ultimate responsibility among such indemnifying parties for the 5 Pavilion Acoustic Upgrades, CP 20-27 loss and expense of any such indemnification shall be resolved without jeopardy to any indemnitee listed in this Article. (f) The provisions of this Article shall survive the termination of this Contract howsoever caused, and no payment, partial payment, or acceptance of occupancy in whole or part of the work shall waive or release any of the provisions of this Article. 11. Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. The DBE may not either voluntarily or by action of law, assign any obligation assumed by the DBE hereunder without the prior written consent of the Agency. 12. Authority of Signatories. The persons executing this Contract on behalf of their respective Parties represent and warrant that they have the authority to do so under law and from their respective Parties. [SIGNATURES CONTINUED ON NEXT PAGE] G Pavilion Acoustic Upgrades, CP 20-27 Entered into as of the Effective Date first above written, the Parties hereby execute this Design -Build Contract, as follows: CITY OF PALM SPRINGS, CALIFORNIA By: Jus in Clifton City Manager A B APPROVED AS TO FORM: By: JeffrK S^IllinWf City Attorney "+Amm By aff MANAGER . t WWK5 ( , �,a 20k) XAl 7 Pavilion Acoustic Upgrades, CP 20-27 Avidex Industries LLC [IF CORPORATION, TWO SIGNATURES, PRESIDENT OR VICE PRESIDENT AND SECRETARY OR TREAS ER REQUIRED] By: Its: General Manager Printed Name: Brandon Morrell [DELETE THE FOLLOWING SIGNATURE LINE IF NOT REQUIRED] By: Its: Printed Name: 981651 Contractor's License Number 1000004292 DIR Registration Number ATTACHMENT 1 INITIAL AND APPROVED FINAL SCOPE Al-1 99999 91660 32673104 1 Scope of work: At this time, the City is looking at improving the acoustics through audio equipment and software, and not through material changes such as the floor and wall textures/type. The spacing and number of sound sources shall be determined through the use of 3D modeling software such as EASE Focus 3, or equivalent, based on the plans provided in this RFP. Once locations of sound sources are determined, where possible, should be designed to be permanent (except the stage). All mounting brackets and connection points to the building shall be provided in a plan, stamped by a structural engineer, and turned into the City's Building and Safety for approval. The contractor shall provide all power and audio connections and label the cables at both ends with fade resistant labels. Cables that are visible (not able to run through ceiling or walls) shall be sleeved in conduit/panduit, color matching the surface they are fixed to. All cabling shall comply with EIA-TIA 568/569B Standards. All work shall comply with current Building Codes. The audio controls/user interface can be via touch screen (virtual) and/or through physical controls such as buttons, knobs, sliders, etc. The use of software would be ideal to evenly distribute sound and minimize feedback/distortion within the gym. A wireless microphone setup will be used and shall consist the necessary receivers, transmitter, belttlapel holders, batteries and charging stations. The City IT Department will provide networking, but the network switch equipment and setup shall be provided by the contractor (powering, running necessary wires and connection points with appropriate end connectors and wall input). All software/programming licenses required to operate the system shall be set up by the contractor and turned into the City's IT Department. The existing wire microphone cabling at the stage shall be tested and confirmed up to be up to code and compatible with the new equipment. If not, new cable shall be installed within the existing conduit and made compatible with the proposed equipment. A four (4) hour training course on the use of the audio equipment and software shall be provided by the contractor for a class of up to 15 City personnel. A 90-day maintenance package shall be included after project completion & acceptance to consist of preventative maintenance visits, system status reports, help desk support, emergency response. An option for on -going yearly maintenance service would be considered. The contractor shall, under the terms of the Contract to guarantee the costs of repair and/or replacement of defective materials or defective workmanship for a period of 1-year, following acceptance of project completion by the City. The end product shall be a fully function audio system and software providing an even and clear sound distribution within the Pavilion Gymnasium. The following pages contains attachments and a sample cost line items to be filled out to assess base unit costs. ATTACHMENT 1-1 PROPOSAL Al-l-I 99999 91660.32673104 1 CITY OF PALM SPRINGS RFP - Design -Build Project - Pavilion Acoustic Upgrades City Project #CP 20-27 DUE: September 23, 2021, 3:OOpm TABLE OF CONTENTS Section1..................................................................................................... Bid Forms ■ Bidders General Information ■ Public Integrity Disclosure Applicant Disclosure Form ■ Local Business Preference Program — Good Faith Effort ■ Non -Collusion Declaration ■ Certification of Non -Discrimination by Contractors ■ Certification of Non-Discremination Section2................................................................................................. Methodology ■ AV Program Report ■ Company Overview ■ Our Approach — Phases of Integration Section 3....................................................................................... EASE 3D Modeling ■ Ballroom Subs Behind Array ■ Ballroom Alt Option KLA Section 4......................................................................................... Pricing Schedules ■ Bid Schedule Cost Sheet— Minimum Conditions ■ Bid Schedule Cost Sheet — Recommended (Optimal) Conditions AVI 1 20382 Hermana Circle I Lake Forest, CA 92630 1 949.428.6333 1 AVIDEX.com BIDDER'S GENERAL INFORMATION The Bidder shall fumish the following information. Failure to complete all Items will cause the Bid to be non -responsive and may cause its rejection. 1. BIDDER/CONTRACTOKS Name and Street Address: Avidex Industries LLC 20382 Herman Circle Lake Forest, CA 92630 Telephone Number: ( 949 } 428-6333 Facsimile Number: ( 949 } 42R.&%..0 E-Mail: landersen@avidex.com Tax Identification Number: 37-1480101 2. TYPE OF FIRM Individual Partnership X Minority Business Enterprise (MBE) Women Business Enterprise (WBE) Small Disadvantaged Business (SDB) Veteran Owned Business Disabled Veteran Owned Business Corporation (State WA ) 3. CONTRACTOR'S LICENSE: Primary Classification c7 A r. State License Number(s) 981651 Supplemental License Classifications C7 8 C10 4. BUSINESS LICENSE: Yes X No License No.: 5. Surety Company and Agent who will provide the required Bonds: Name of Surety Aliient Insurance Services Address 701 B Street, 6th Floor, San [sego, CA 92101 Surety Company Hartford Fire Insurance Telephone Numbers: Agent (619 ) 849,3832 Surety ( 714 ) 674-1223 FIRE TRAINING TOWER BIDDER'S GENERAL INFORMATION CITY PROJECT NO.18-09 PAGE 18 SIDDER'S GENERAL INFORMATION (Continued) 6. List the names and addresses of the principal members of the firm or names and fides of the principal officers of the corporation or firm; also include all natural persons who have a financial interest greater than 5% in the Bidder's business entity. (Use additional sheet If required). Jeff Davis, CEO 20382 Hermana Circle, lake Forrest, CA 92630 Brandon Morrell, GM 20382 Hermana Circle, Lake Forest, CA 92630 7. Number of years experience as a contractor In this specific type of construction work: 18 8. List at least three related projects completed to date: a. Owner City of West Hollywood Address 8300 Santa Monica Blvd., Los Angeles, CA ContactHelen Collins Class Of Work AV (C7 & C10) Phone 323-848.6895 Contract Amount 34o.768.78 Project Council Chambers AV Date Completed may, Mg Contact Person Helen Collins Telephone number 323-M-6895 b. Owner Mazda NA Address 200 Spectrum Center Dr., Irvine, CA Contact Brian Trombley Class of Work AV (C7 & CIO) Phone 949466-3582 Contract Amount 3-838,858 Project New HO AV Date Completed 2o20 Contact person Brian Trombley Telephone number 949466-3582 C. Owner City of Irvine Address 1 Civic Center Plaza, Irvine Contact Tom Maoduff Class of Work AV C7 & C10 Phone 949-724-62% Contract Amount 62.284.0o Project Council Chambers upgradbate Completed 2019 & 2020 Contact Person -Tom M Telephone number 949-724.6216 9. Name of Project Manager/Superintendent: Michael Reshaw, 1 Chad Barker 10. Name(s) of person(s) who inspected job site: Jenifer Andersen FIRE TRAINING TOWER BIDDER'S GENERAL INFORMATION CITY PROJECT NO. 18-09 PAGE 19 PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Avldex Industries LLC 2. Address of Entity (Principle Place of Business) 13555 Bel -Red Road, Suite 226, Bellevue, WA 98005 3. Local or California Address (if different than #2) 20382 Hermana Clyde, Lake Forest, CA 92630 4. State where Entity is Registered with Secretary of State California Yes No :K Corporation Limited liability Company Partnership Trust Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note. ff any response 1s not a natural person, please Identffy all officers, directors, members, managers andotherfrdudadesforthemember, manager, trustorotherentity Jeff Davis X7 Officer Director Member Manager [name] General Partner Limited Partner Brandon Morrell C' Other C Officer Director Member X Manager [name] C General Partner Limited Partner C Other .:� Officer Director Member Manager [name) L General Partner Limited Partner f, Other CITY OF PALM SPRINGS - PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page i of 2 FIRE TRAINING TOWER LOCAL BUSINESS PREFERENCE PROGRAM CITY PROJECT NO.1&09 GOOD FAITH EFFORTS PAGE 20 a AI Telerent Leasing Company [name of ownerlinvestor] FOR KELATIONSHIPA EXPLANATION O NIA [name of owner/investor] r 'ar a related entity Sam Craig CFO tname or omciai wim whom ownernnivestor nas material financial relationship] [name of official with whom owner/investor has material financial relationship] FOR RELATIONSHIP B. EXPLANATION OF THE RELATIONSHIP: C. NIA [name of ownerlinvestor] [name of official with whom ownerlinvestor has material financial relationship) R LA I NS IP C, EXPLANATION OF THE RI~LATMNSHIP: I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. J Signature of Oisclo Pa d Name, Title Date ?CI;lrY 9-1A-2021 Brandon M I, agar F PALM SPRINGS — PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 FIRE TRWNING TOWER LOCAL BUSINESS PREFERENCE PROGRAM CITY PROJECT NO. 1" GOOD FAITH EFFORTS PAGE 21 0 LOCAL BUSINESS PREFERENCE PROGRAM - GOOD FAITH EFFORTS ";M. mur-7iF-��i'a Bid Opening Date . 9-23-2021 The contract for this project is subject to the provisions of Palm Springs Ordinance No. 1756, and Section 7.09.030 of the Palm Springs Municipal Code, "Local Business Preference Program°, subsection (5) "Local Preference In Public Works Contracts (Sub -Contracting)", which states: The prime contractor shall use good faith efforts to sub-oontract the supply of materials and equipment to local business enterprises and to sub -contract services to businesses whose work force resides within the Coachella Valley. The prime contractor shall submit evidence of such good faith efforts at the time of submission of bids. Good faith efforts may be evaluated by placing advertisements inviting proposals in local newspapers, sending request for proposals to local sub- contractors, or by demonstrating that no local sub -contracts are qualified to perform the work or supply the materials or equipment. Any notice Inviting bids which may require the use of sub- contractors shall Include notification of this subsection. The City Council or Director may reject as non -responsive the bid of any contractor proposing to use sub -contractors that fail to comply with the requirements of this subsection. FAILURE TO IDENTIFY GOOD FAITH EFFORTS ON THESE FORMS MAY BE SUFFICIENT CAUSE TO FIND THE BID NON -RESPONSIVE. BIDDERS SHALL ENSURE ALL APPROPRIATE GOOD FAITH EFFORTS ARE IDENTIFIED. Bidders shall provide sufficient information to demonstrate that they have made good faith efforts to comply with Palm Springs Ordinance No. 1756. In the event no local firm (as defined in Ordinance No. 1766) is listed as a subcontractor on the "List of Subcontractors" submitted with its Bid, Bidders shall Identify local subcontractors not required to be identified on the List of Subcontractors, and/or shall identify local firms with whom the Bidder has solicited to furnish materials and supplies for incorporation into the work of this project. Local Subcontractors not listed on the List of Subcontractors: PA Thompson Enaineedno Company, Inc. Bernardino Electric Inc HMS Products Local firms that will furnish materials or supplies to the Bidder for this project: WA FIRE TRAINING TOWER LOCAL BUSINESS PREFERENCE PROGRAM CITY PROJECT NO. 184)9 GOOD FAITH EFFORTS PAGE 22 LOCAL BUSINESS PREFERENCE PROGRAM - GOOD FAITH EFFORTS (CONTINUED) In the event no local firms (as defined in Ordinance No. 1756) will provide services, or fumish materials and supplies to the Bidder for this project, the Bidder shall provide Information sufficient to demonstrate good faith efforts to do so. Examples of information accepted by the City to demonstrate good faith efforts shall be included below: A. The names and dates of each publication in which a request for participation by local firms for this project was placed by the bidder (please attach copies of advertisements or proofs of publication): Publications Dates of Advertisement Compliance News Monthy Trade Joumal 9/14/2021 Compliance News Daily Focus Joumal 9/1412021 B. The names and dates of written notices sent to local firms soliciting bids for this project and the dates and methods used for following up initial solicitations to determine with certainty whether the local firms were Interested (please attach copies of solicitations, telephone records, fax confirmations, etc.): Names of Date of Follow Up Methods firms Initial and Dates Solicited Solicitation PA Thompson Engineering Company 9/14/2021 9/21/2021 fax Bernardino Electric Inc 9/14/2021 9/21/2021 fax HMS Products 9/1412021 9/21/2021 fax GEMETRA ._ 9/14/2021 9/21/2021 fax All American MRO Supply 9/14/2021 9/21/2021 fax � FIRE TRAINING TOWER LOCAL BUSNESS PREFERENCE PROGRAM CITY PROJECT NO. 1" GOOD FAITH EFFORTS PAGE 23 C. The items of work which the bidder made available to local firms, including, where appropriate, any breaking down of the contract work items (including those items normally performed by the bidder with its own forces) into economically feasible units to facilitate participation by local firms. Items of Work Bidder Breakdown of Items Amount Percentage Normally M Of Performs Item Contract (YIN) Services & Products Y NIA NIA NIA D. The names, addresses and phone numbers of rejected local firms, the reasons for the bidder's rejection of the local firms, the firms selected for that work (please attach copies of quotes from the firms Involved), and the price difference for each firm if the selected firm is not a local firm: Names, addresses and phone numbers of rejected local firms and the reasons for the bidder's rejection of the local firms: NIA no responses from invitations received Names, addresses and phone numbers of firms selected for the work above: NIA no responses from invitations received NOTE: USE ADDITIONAL SHEETS OF PAPER IF NECESSARY. FIRE TRAINING TOWER LOCAL BUSINESS PREFERENCE PROGRAM CITY PROJECT NO.1"9 GOOD FAITH EFFORTS PAGE 24 Compliance News Monthly Trade Journal Publication Affidavit -Declaration of Publication -- State of California Avidex Industries, LLC is seeking certified and qualified SBEX ocal Business Preference subs and/or suppliers to provide AV supplieslequipment and Prevailing Wage labor for City of Palm Springs - Design -Build Pmject - Pavilion Acoustic Upgrades in Palm Springs,CA We are an Equal Opportunity Employer. Contact: Lisa Young 20392 Herman Circle Lake For+est.CA,94538 Phone:(949) 42"333 Fax:(949) 428-6334 Email:salewupport@avidex.com Bid Due on:0912312021 at 03:00 PM Solicitation Number: CP 20-27 The Avidex Industries, LLC Good Faith Effort ad has been published in both the Compliance News Internet and Hard -Copy publications. Located Online at: hup:ltwww.compliancenews.comlclassified monthly The undersigned declares: I am over the age of 18 years and a citizen of the United States. I am the principal publisher of the Compliance News Monthly Trade Journal in the City of Long Beach, County of Los Angeles, and the State of California. The notice, a true copy of which is attached was published on Tue Sep 14 14:42:47 -0700 2021 1 declare under penalty of pery'ury that the foregoing is true and correct. Executed at Long Beach, California Henry Sprague HI Copyright 2005 Compliance News DVBE #0018455 All Rights Reserved Compliance News Daily Focus Journal Publication Affidavit -Declaration of Publication -- State of California Avidex Industries, LLC Contact: Lisa Young is seeking certified and qualified SBE,L.ocal 20392 Hermana Circle Business Preference subs and/or suppliers to provide Lake Forest,CA.94538 AV supplies/equipment and Prevailing Wage labor Phone:(949) 428-6333 for City of Palm Springs - Design -Build Project - Fax:(949) 428-6334 Pavilion Acoustic Upgrades in Palm Springs,CA Email:salessupport@avidex.com We are an Equal Opportunity Employer. I Bid Due on:09/23/2021 at 03:00 PM Solicitation Number: CP 20-27 The Avidex Industries, LLC Good Faith Effort ad has been published in both the Compliance News Internet and Hard -Copy publications. Located Online at: http://www.compliancenews.com/classifieCdaily The undersigned declares: I am over the age of l8 years and a citizen of the United States. I am the principal publisher of the Compliance News Monthly Trade Journal in the City of Long Beach, County of Los Angeles, and the State of Califomia. The notice, a true copy of which is attached was published on Tue Sep 14 14:42:47 -0700 2021 1 declare under penalty of perjury that the foregoing is true and correct. Executed at Long Beach, California Henry Sprague M Copyright 2005 Compliance News DVBE #0018455 All Rights Reserved Avidex Industries, LLC LOG Good Faith Effort for Bid Solicitation CP 20-27 Project: City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Important Instructions NOTE: If your bid -package includes form STD-840, you MUST write "See attached Log sections A, B, & C" on STD-840 and include STD-840 with your GFE documents. 1.) Read and complete Section A. 2.) We have completed Section B for you. 3.) Complete Section C by making follow-up phone calls to the firms listed below. ->For DVBE firms, call at least 3 firms. ->For DBE, MBE, & WBE firms, call all of them. As of June 1, 2010 Caltrans now requires primes that do not meet their UDBE & DBE goal to do the following: 1. A. Go to the CalTrans project calendar webpage at http://dapl.dol.ca.gov/hq/esc/oc/catendar and log -in using your bid package registration and password. B. Hit on the project number your bidding. C. Hit "See Opt -in records". D. Print this page. You must now contact these Opt -in DBE's as part of your search for participation. 2. Now hit your browser back -button and hit "Primes: Advertise for help" Be sure your listed in the CalTrans "Primes Seeking Assistance". As of Sept. 2010, Caltrans suggests the following further steps to support Good Faith Effort (GFE). 1. Attend networking opportunity events at mandatory Caltrans pre -bids & district meetings. Include with your GFE, information that you attended the meeting along with the event brochure. 2. As you reach the bid opening date, ask yourself how likely you are to meeting the goal. If its apparent you may not, then do another GFE. This should be done 5 days of bid opening. A. Awarding Department Contact Instructions Many California Good -Faith Efforts may require the bidding contractor to CALL the awarding department or owner and talk with their Good -Faith representative. SEE YOUR CONTRACT DOCUMENTS FOR THIS TELEPHONE NO. Call it and record the result below. Awarding Department Contact Action Avidex Industries, LLC contacted the awarding department issuing this contract at (tel number) at (time) on (date) and discussed Good -Faith Effort with (Awarding Department Contact) Remarks:(left message, etc.) Phone call was made by (Prime Rep's do —signature) B. Federal, State, & Local Agencies Contacted On 09/14/21, Avidex Industries, LLC contacted: 1. Federal Agency: Central Contractor Registration (CCR) I PRO -Net at http://www.bpn.gov/CCRSearch/Search.aspx at 02:42PM on 09/14/2021 2. State Agency: Office of Small Business & DVBE Certification (OSDC) http://www.pd.dgs.ca.govirmbus at 02:42PM on 09/14/2021 3. California Unified Certification Program (CUCP) at http://www.dot.ca.gov/ucp/GetLicenseFonn.do at 02:42PM on 09/14/2021 4. Local referral organization: DBE/DVBE Resource Center (www.dvbe.net) at 02:42PM on 09/14/2021 See Next Page for Firms C. Summary of Firms Sent Bid Invitations 5 total firms were sent invitations. Company Name: P A THOMPSON ENGINEERING COMPANY INC Address: 2205 FLEETWOOD DR RIVERSIDE,CA, 92509 Phone: (951) 784-7270, Fax: (951) 784-5435 Work Categories: Low Voltage Communications And Wiring Systems, Electrical (general), Electronic Systems Integrator Telephone Systems Intercom Public Address Sound Reinforcement Ip Video Surveillance And Cctv Tv Distribution Media Management And Retrieval Data Networking Phone Solicitation Information Datels-Timels Solicited by Phone: Person Contacted and Commments for Solicitation: CP 20-27 City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Company Name: BERNARDINO ELECTRIC INC Address: 29984 Windward Dr CANYON LAKE,CA, 92597 Phone: (909) 641-8906, Fax: (951) 244-8737 Work Categories: Electrical Contracting Service Electrician High Voltage low Woman Owned Small Business Retail Fast track Industrial Commercial Minority TI Solar cat6e C-10 Electrical Contractor Phone Solicitation Information Dates-Timels Solicited by Phone: Person Contacted and Commments for Solicitation: CP 20-27 City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Company Name: HMS PRODUCTS Address: PO BOX 6392 RIVERSIDE,CA, 92518 Phone: (562) 896-5336, Fax: (866) 895-9588 Work Categories: Medical,hospital Supplies, Hospital Equipment Supplies,fust Aid,medical Supplies, Disaster Preparedness/emergency Supplies And Kits, First Aid Kits 101113 - Domestic Pet Treatments And Accessories And Equipment 101619 - Dried Floral Products 111219 - Per Phone Solicitation Information Datels-Times Solicited by Phone: - Person Contacted and Commments for Solicitation: CP 20-27 City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Company Name: SEMETRA Address: PO Box 1971 CORONA,CA, 92878 Phone: (951) 220-7030, Fax: (951) 601-6110 Work Categories: Electrical Contractor, Lighting. Panels, Feeder Systems, Low Voltage Division, Video Conferencing, Voice Data Cabling, Network Solutions And It Augmentation, Security Systems, Surveillance Systems, Access Controls Systems. 261216 - Electrical Cable And Ac Phone Solicitation Information Datels-Timels Solicited by Phone:. Person Contacted and Commments for Solicitation: CP 20-27 City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Company Name: All American MRO Supply Address: 31500 Grape Street Suite 3-341 LAKE ELSINORE,CA, 92532 Phone: (323) 829-8802, Fax: (951) 609-1579 Work Categories: Shelving, lockers, storage, pallet racking, aircraft tools, hand tools, power tools, concrete services, safety equipment, chairs, modular drawers, and we are adding more on a daily basis. Drilling bits 221017 - Heavy equipment components 221019 - Building Phone Solicitation Information Dates-Timels Solicited by Phone: Person Contacted and Commments for Solicitation: CP 20-27 City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Affidavit of Fax Solicitation The undersigned employee of Compliance News Publishing, located in the City of Long Beach, County of Los Angeles, and the State of California, declares that bid solicitation letters have been faxed to the following 5 firms listed below at 02:42PM on 09/ 14/2021. I am over the age of 18 years and a citizen of the United States. I declare under penalty of perjury that the foregoing is true and connect. Executed at Long Beach, California. Henry Sprague III Avidex Industries, LLC 20382 Hermana Circle Lake Forest,CA 94538 Telephone: (949) 428-6333 Fax: (949) 428-6334 hhtp://www.avidex.com September 14, 2021 P A THOMPSON ENGINEERING COMPANY INC 2205 FLEETWOOD DR RIVERSIUE,CA,92509 We are seeking certified and qualified SBE,Local Business Preference subcontractors and/or suppliers for: Project: City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Location: Palm Springs,CA Bid Due Date: 09/23/21 at 03:00 PM PST Solicitation Number: CP 20-27 Contact: Lisa Young Quotes are needed for: AV supplies/equipment and Prevailing Wage labor. Subcontractors will be required to enter into our standard contract. No modifications to the contract are permitted. If you have any questions please do not hesitate to contact us. Participation Response Form {) We can participate in this contract TYPE OF SERVICE OR SUPPLIES: { } We cannot participate in the contract Print Name of Business Owner Signature Date: Please fax return this form by Sep 23, 2021 with a copy of your certification to Lisa Young at (949) 428-6334 Avidex Industries, LLC 20382 Hermana Circle Lake Forest,CA 94538 Telephone: (949) 428-6333 Fax: (949) 428-6334 hhtp://www.avidex.com September 14, 2021 BERNARDINO ELECTRIC INC 29984 Windward Dr CANYON LAKE,CA,92587 We are seeking certified and qualified SBE,Local Business Preference subcontractors and/or suppliers for: Project: City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Location: Palm Springs,CA Bid Due Date: 09/23/21 at 03:00 PM PST Solicitation Number: CP 20-27 Contact: Lisa Young Quotes are needed for: AV suppRes/equipment and Prevailing Wage labor. Subcontractors will be required to enter into our standard contract. No modifications to the contract are permitted. If you have any questions please do not hesitate to contact us. Participation Response Form { } We can participate in this contract TYPE OF SERVICE OR SUPPLIES: {) We cannot participate in the contract Print Name of Business Owner Signature Date: Please fax return this form by Sep 23, 2021 with a copy of your certification to Lisa Young at (949) 428-6334 Avidex Industries, LLC 20382 Hermana Circle Lake Forest,CA 94538 Telephone: (949) 428-6333 Fax: (949) 428-6334 hhtp://www.avidex.com September 14, 2021 HMS PRODUCTS PO BOX 6392 RIVERSIDE,CA,92518 We are seeking certified and qualified SBE,Local Business Preference subcontractors and/or suppliers for: Project: City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Location: Palm Springs,CA Bid Due Date: 09/23/21 at 03:00 PM PST Solicitation Number: CP 20-27 Contact: Lisa Young Quotes are needed for: AV supplies/equipment and Prevailing Wage labor. Subcontractors will be required to enter into our standard contract. No modifications to the contract are permitted. If you have any questions please do not hesitate to contact us. Participation Response Form O We can participate in this contract TYPE OF SERVICE OR SUPPLIES: O We cannot participate in the contract Print Name of Business Owner Date: Signature Please fax return this form by Sep 23, 2021 with a copy of your certification to Lisa Young at (949) 428-6334 Avidex Industries, LLC 20382 Herman Circle Lake Forest,CA 94538 Telephone: (949) 428-6333 Fax: (949) 428-6334 hhtp://www.avidex.com . M z a 1111H. ! September 14, 2021 SEMETRA PO Box 1971 CORONA,CA,92878 We are seeking certified and qualified SBE,Local Business Preference subcontractors andlor suppliers for: Project: City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Location: Palm Springs,CA Bid Due Date: 09/23/21 at 03:00 PM PST Solicitation Number: CP 20-27 Contact: Lisa Young Quotes are needed for: AV supplies/equipment and Prevailing Wage labor. Subcontractors will be required to enter into our standard contract. No modifications to the contract are permitted. If you have any questions please do not hesitate to contact us. Participation Response Form () We can participate in this contract TYPE OF SERVICE OR SUPPLIES: () We cannot participate in the contract Print Name of Business Owner Signature Date: Please fax return this form by Sep 23, 2021 with a copy of your certification to Lisa Young at (949) 428-6334 Avidex Industries, LLC 20382 Hetmana Circle Lake Forest,CA 94538 Telephone: (949) 428-6333 Fax: (949) 428-6334 hhtp://www.avidex.com WIN-MWIN"OT-JAI September 14, 2021 All American MRO Supply 31500 Grape Street Suite 3-341 LAKE ELSINORE,CA,92532 We are seeking certified and qualified SBE,Local Business Preference subcontractors and/or suppliers for: Project: City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Location: Palm Springs,CA Bid Due Date: 09/23/21 at 03:00 PM PST Solicitation Number: CP 20-27 Contact: Lisa Young Quotes are needed for: AV supplies/equipment and Prevailing Wage labor. Subcontractors will be required to enter into our standard contract. No modifications to the contract are permitted. If you have any questions please do not hesitate to contact us. Participation Response Form () We can participate in this contract TYPE OF SERVICE OR SUPPLIES: () We cannot participate in the contract Print Name of Business Owner Signature Date: Please fax return this form by Sep 23, 2021 with a copy of your certification to Lisa Young at (949) 428-6334 9I21/2021 Compliance News Admin Fax Confirmations for City of Palm Springs - Design -Build Project - Pavilion Acoustic Upgrades Company Name P A THOMPSON ENGINEERING COMPANY INC '..a lft t4 IJ Q s :1" t:7C41Lo HMS PRODUCTS -�A, All American MRO Supply www"mpliancenewsxwW&dmirAww =fimwfomr10428 Fax Status Attempts Time Sent (951) 784- Success 1 09/14/2021 at 5435 03:00 PM (951) 244- Failure 1 8737 (866) 895- Success 1 9588 (951) b01- Failure 1 6110 (951) b09- Failure 1 1579 09/14/2021 at 03:00 PM Transmission Report Date/Time 09-21-2021 10:16:09 a.m. Transmit Header text Digital Networks Group Local ID 1 %9-420-6334 Local Name 1 DIGITAL NETWORKS me Bernardino Electrlc.pdf Owner lyoung This document: failed (reduced sample and details below) Document size: 8.5"xi 1 " Aeidex Industries, LLC 20322 Hammy Clide LdxF "LCA%"0 Tebepeoas: (949) 428-6333 Pm: M9) 423-UM bb4r* AvIdes.oam swmmba 14, 2021 BERNARDDWELEc pr-iNc 2WU Wlad%w4 Or CANYON waWA,9 M Wa ■nc -*he md"ed -d quawal $111 aw Bmesen Prromwom asbwamectas andrar awnw, for L o SpuPaln Spr bp A - DeaiWBaM Project - PavrTma Acoua k Upgradw Bid Das Dale= 09/i9121 at 0.00 PM PST 9ollickadon Nomba: CP 20-27 Confaisb Liu Young Quom me 000ded far AY riff aad PesraGlsa Wqs ei W subaou-Mlabs nq*Wb"Wb&sRspiadoodsclNsma�Gtstka�w�a�tsusapemiri u7ma.mfa PkoodaaaeloftVwmat tsa O Wa esn pwdatiass is leis aoesrrce Pmddpaft Yesm TYPE OBaERvlcB aR SUPPLMS }woaumot Psdolipa la dwaasmnst Ftiat Name of Bohm" owaa swaftft Dam Plum foa oaI i dd, fame by Sep23.2021 Mth A*W of Yaer00d6catim to Lin YOV4 m (944)428.6330 Total Abbreviations: HS: Host send PL. Palled local MP: Mailbox print CP: Completed TS: Terminated by system MR: Host receive PR: Polled remote RP: Report FA; Fall 63: Group 3 WS: Waiting send MS: Mailbox save FF: Fax Forward Ttl: Terminated by user EC: Error Correct Transmission Report Date/Time 09-21-2021 10:17.00 a.m. Transmit Header Text Digital Networks Group Local ID 1 949-428-6334 Local Name 1 DIGITAL NETWORKS ,,no HMS.pdf Owner 'young This document: Confirmed (reduced sample and details below) Document size :8.5"x11" Adds Indos6 IM LLC 20082 Hammy Clads Uke Fmerr,CA %= Tdephme: Q19)421F6033 NZ. PM Q$4U4 *gd/wwx.aid "= svwmbw 14, 202E EM9PRWUC28 PO wx 6m RrARM G.92.SIS We erg -&'% ca96al sad qua WW =BXoW Bohm Prattena rubwobwb = mils aquae far. Pr*M City of Palm Springs - Drsigq- WW Project - Plarilioa A=dw Upgrades Locadon. Palm SP2igWA Hid Due V@W 09113/21 st 03:00 FM P3T Sent' 44= Nambm CP 2027 Coutaet: Liss Yowag Qw" are seeded la: AYmpp sadFmvWn=Weaalacer. wW M pquird to aptr f�eK pe�td aodo�t. Wo aodlOaiUom a d aaatW aupKmlum [ranter m19�i�*�wat6afai bOaOeA W 0 We as patddrate m All 00ob 6t Fmm TYPB OF SMVICB OR SUPPLMS: O We at®ot pattl 4 u In ds eanow Fdd bi® of eudnm Owaa ShPOL e DA* Mum Ga relmn die 6otm by Sep 23. 2U1 will AM" ofYonr cael6aklm ID 1!n YoW at CM) 428 6334 Total Pages: 1 _ _ Total Pages Cord Irmed : 1 No. Sob RemoteStatlon 0 Dura '2 J18668959588 _" StartTlm10:16:20a.m.09-21-2021 OO:a Abbreviations: HS: Most send PU Polled local MP: Mailbox print HR: Host receive PR* Polled remote RP: Report WS: Waiting send MS: Mailbox save FF: Fax Forward 63 CP: Completed TS: Terminated by system FA: Fall 63: Group 3 TU: Terminated by user EC: Error Correa Transmission Report Date/Time 09-21-2021 10:14:11 a.m. Transmit Header Text Digital Networks Group Local ID 1 949-428-6334 Local Name 1 DIGITAL NETWORKS me PA Thompson Eng)neering.pdf Owner lyoung This document: Confirmed (reduced sample and details below) Document size: 8.5 "x11 " Avidez tudoxiAmi, LLC lwbe VM,kf.A 94= Telepbow. (W9) 428.6333 Rut: (90) 42 -6334 bWA'WwW.av{de -xo September 14. =1 PA THDMFS0N END1n113MWQ Ctl wAw we 22W ELBErwoOO DEt RTVBUMRCAXM We ate t aft cet ifia ead ge 1111 S6 JAW Bobw pfdk m wbwemrom ender w rmv for Froj It Priof m SPalm S� - Design BuBd Project- Pav ion Acowtie Upgrades Bid Dae DON 0V=1 at 09:00 PM PST SuHdbd p NonAmr. CiP 20-27 C.entad: Lin Young Qo0a too ottrded for: AY wp Uaftq&Bmeat gad Preys t Wap bbw. 3&=ftW sW1bs toto emerhaaRrhmdudcoaroct rlameApalkmbdoetm�atr.p�by�1 l[�vp � pl �ntlattl P� da"rt btidOrGr p Wwtrl a ( We em pstddpste in dtis aoettsot PlEddPOn RUp� germ TYPE OF SERVICE OR SUPPl iBs- () We eumat Pudetma In Itre caat = RhnNst"eof2 uihwwOw= SilpNU= Dds: Flew ha ast®dtb f=by Sep U 2M Wltb a copy of ywroetti0cidm to Lira Yows of 00) 4211-6334 Total Pages, 1 Total Pages Confirmed: 1 No. 7IJob RemoteStation StartTlme Duration I Pages Line 242 19517845435 10:13:27 a.m. 09-21-2021 00:00:09 1 / 1 1 Abbreviations: H5: Host send PL: Polled local MP: Mailbox print CP Completed HR: Host receive PR: Polled remote RP: Report FA: Fall W5: Waiting send MS: Mailbox save FF: Fax Forward TU: Terminated by user TS: Terminated by system G3: Group 3 EC: Error Correct NON -COLLUSION DECLARATION The undersigned declares: am the General Manager (Title of Officer) party making the foregoing bid. of Avidex Industries LLC the (Firm/Company) The bid is not made in the Interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put In a false or sham bid. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 9-14-2021 , at Lake Forest CA (Date) (City) (State) Brandon Morrell FIRE TRAINING TOWER NON -COLLUSION DECLARATION CITY PROJECT NO.18-09 PAGE 25 CERTIFICATION OF NON-DISCRIMINATION BY CONTRACTORS In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, Immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter an agreement with Contractor, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not Incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor Is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, Including without limitation the provision of benefits, relating to non-discrimination in city contracting. We agree specifically: 9. To establish or observe employment policies, which affirmatively promote opportunities for minority persons at all job levels. 2. To communicate this policy to all pennons conoemed, including all company employees, outside recruiting services, especially those serving minority communities, and to the minority communities at large. 3. To take affirmative steps to hire minority employees within the company. FIRM Avidex industries UC NAME OF PERSON SIGNING Brandon Morrell 9?� TITLE OF PERSON SIGNING Genera! Manager r, ' DATE 9-14-2021 Please include any additional information available regarding equal opportunity employment programs now in effect within your company. FIRE TRAINING TOWER CERTIFICATION OF NON-DISCRIMINATION BY CONTRACTORS CITY PROJECT NO.1949 PAGE 26 CERTIFICATION OF NON-DISCRIMINATION BY rcONTRACTORS In connection with Its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter an agreement with Contractor, and In executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is In full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. We agree specifically: 1. To establish or observe employment policies, which affirmatively promote opportunities for minority persons at all job levels. 2. To communicate this policy to all persons concerned, including all company employees, outside recruiting services, especially those serving minority communities, and to the minority communities at large. 3. To take affirmative steps to hire minority employees within the company. FIRM Avidex Industries LLC NAME OF PERSON SIGNING Brandon Morrell Ll TITLE OF PERSON SIGNING General Manager DATE 9-14-2021 Please include any additional information available regarding equal opportunity employment programs now in effect within your company. CERTIFICATION OF NON-DISCRIMINATION aUi�ex City of Palm Springs RFP CP 20-27 AV PROGRAM REPORT Summary The City of Palm Springs intends to update existing facilities at the Palm Springs Pavilion. The audio project will upgrade the user experience in the Pavilion Based on the requirements of RFP 20-27 the primary requirement for the space is to support voice reinforcement and content audio. m Descriotlon So that all participants in the space can hear various presentation materials and voice reinforcement comfortably, a new audio system will be installed. Main speaker arrays. subwoofers. and fill speakers will provide reinforcement for both voice and program content. This equipment has been chosen based on the acoustic and architectural properties of the space_ Please reference the attached EASE model plots for further information on the performance criteria Professional grade wireless handheld and Melt pack digital RF microphone systems with lavalier and earset microphone elements shall be programmed and configured to maximize speech intelligibility to all participants. Directional remote antennas will be installed in the house to provide proper wireless microphone coverage of the facility Preexisting wired input wall plates will be retained and integrated into the audio system for connection of program content, wired microphones or third party portable audio systems A wall mounted touch screen control panel will provide system on/off, master program volume, master voice volume. independent microphone volume (behind a password protected page), and help page with support contact information A wall mount, rotating, equipment rack will house the bulk of the audio equipment Power conditioner installed at the equipment rack will provide surge suppress.on and power conditioning to the audio equipment. A thermostatically controlled fan will ventilate the equipment housed In the equipment rack Avidex 20382 Hermana Circle I Lake Forest, CA 92630 1 949 428 6333 1 www.avidex.com avidex,00l'to oEuellente Company Overview Avidex is passionate about delivering innovative AV solutions enabling organizations and enterprises to collaborate, create, and share ideas through the most state-of-the-art audiovisual and unified communication technologies. Avidex is an award -winning team of AV industry experts, specializing in the design and integration of innovative, custom AV and IT solutions. Our systems incorporate a broad range of cutting -edge technologies to empower our clients to communicate their message effectively. From digital signage to large scale video walls, video conferencing, or presentation systems, we bring reliable, standardizable, and user-friendly solutions to our clients. Avidex is a PSNI Global Alliance affiliate, and the 5th largest AV integrator in the U.S. Avidex is a subsidiary of ITOCHU International, Inc., a Fortune Global 500 corporation. In 2016 Avidex Industries LLC acquired Digital Networks Group Inc. (DNG), a Southern California based technology systems integrator specializing in turnkey audiovisual and information technology -related systems in the public and private sectors. With a shared common philosophy of strong client relationships, operational excellence, innovative solutions, and a commitment to our employees, our depth and breadth of experience and synergies will provide a single organization capable of providing the best of breed AV/IT solutions across all major industry sectors. With our expanded reach, we will be able to accelerate the deployment of customized AV solutions and will create and maintain a more effective and efficient service model. The scale of the new Avidex, along with the combined talents we can bring to bear, position us to deliver a unified AV technology and managed services future that will unleash the full power of our capabilities. Whether you need conference or boardrooms, large auditoriums, digital signagelwayfinding applications, video walls, specialty/multifunction spaces, or anything in between, you can trust Avidex to create reliable audiovisual and unified communications environments that increase productivity, innovation, and collaboration. We harness the latest cutting -edge technology and best -fit audio, video, acoustic, and lighting solutions for your requirements and environment, so your audiovisual technology works seamlessly. Implementation Capabilities Avidex has the largest in-house roster of trained and certified technicians in Southern California making it one of the few systems integrators capable of implementing complex projects without the use of Sub -Contractors. This capability allows Avidex to increase quality control and efficiency which increases customer goodwill and retention which currently stands at over 92%. Training Academy Avidex's TrainingAcademyis unique in the industry and ensures that its engineers, project managers and field technical staff are skilled and proficient in the latest industry products and installation techniques. This commitment to ongoing internal training has consistently enabled Avidex to retain customers and be awarded repeat business. Public Sector Focus Avidex has distinguished itself as a professional systems integrator in the SLED (State, Local & Education) market which has led to significant opportunities in high growth sectors including Health Care, Managed Services and Corporate Sales. Avidex has cultivated long- standing relationships on a multitude of levels including university provosts, K12 superintendents, key consultants, construction managers, and contractors specializing in this field. Avidex's ability to cultivate and retain these key relationships represents a distinct competitive advantage. Avidex I info@avidex.com 1 949,428,6333 1 www.avidex.com V1-040921 1 a V I d e x o Audio Video tntegtation & Design Fxtellente Our Approach - Phases of Integration Design & Engineering Avidex offers the most talented and knowledgeable staff in the industry. Our experienced sales, design, engineering, project management, integration, and support teams provide our customers with the highest quality of audiovisual solutions and services. Following well -established designlintegration practices, Avidex works to fulfill your needs during every phase of the design, procurement, integration, and post -installation support. Throughout the design and integration process, we provide coordination, meeting attendance, regular communication on statustaction issues, and strive to deliver the highest quality of customer service. The Avidex design/build process includes distinct phases that deliver excellence in integrated solutions. Programming (needs analysis) In the Programming phase, Avidex works to understand the requirements of your organization. We start with interviews with all key personnel from your organization. This information aids us in understanding your core business, as well as the technical, logistical, capital needs, communications obstacles, and future technology growth goals. We explore all possible options and develop the design concept that best meets your objectives, both short and long term. An Audiovisual Programming Report will be produced based on the requirements communicated during the interviews. The Programming Report will describe each of the audiovisual systems in the project. Also, the report will include an estimated budget. This budget reflects the anticipated equipment and integration costs to accomplish the capabilities described in the report_ Infrastructure Design During the Infrastructure Design phase of the project, we work with the architectural and engineering teams to ensure that the building infrastructure is appropriate for the installation of the audiovisual systems developed in the programming phase. We meet with the design team to develop the correct approach to achieve the desired audiovisual systems environment. We participate in all necessary aspects of the design effort and make recommendations for audiovisual systems integration with the architectural and engineering design teams. Our work product will include a summary of infrastructure requirements, including acoustical, electrical, and lighting criteria. Also included will be facilities drawings illustrating audiovisual device locations, electrical drawings reflecting the power pathways and conduit requirements, and any associated details needed for the construction of audiovisual elements. Over the life of your project, we continually review the programming report and budget. If technology changes or design elements require adjustments, these updates are incorporated into the final design. Systems Design In the Systems Design phase, we finalize the equipment required to accomplish the documented audiovisual capabilities. Typically, some time has passed since the project inception and beginning the actual systems design phase. We meet with the client and review any technology changes that should be considered before equipment selections are made. We produce audiovisual systems drawings showing the interconnection of all audiovisual devices. A functional specification is prepared to describe the operational capabilities of the audiovisual systems. An equipment list is prepared, which details every piece of equipment required to Avidex I info@avidex.com 1 949.428.6333 1 www.avidex.com V1-040921 7 OnvidevI'm AW;o%ndeo In"ration & Design We4r" complete the audiovisual systems. The prepared equipment list is a stand-alone specification that can be bid. We work with the client and the GCCM to determine the best possible procurement process for the equipment. Integration The Integration phase encompasses Avidex coordinating the integration of the audiovisual systems. This phase of the project features both in -shop and site integration tasks. Avidex factory - trained, industry -certified technicians will fabricate, install, field test, and commission systems, while at the same time, our project managers monitor project schedules and costs, progress reports, and manage technology changes as they occur. Following the installation, our experts provide training and documentation on the proper operation of systems, to assure comfort with the technologies installed. Control Systems Programming The programmer is given the Control System design and the touch panel screen concept_ The programmer works with the designer to develop the program, which is based on the system design and touch panel submittal. The programmer develops the control program, loads it into the control system, and tests all aspects of the program to prove it is operational to the design specifications. The programmer will work with the lead installer to solve any equipment control issues. When programming is complete, the programmer, designer, and customer will meet to sign off on the control system. Testing and Commissioning Before scheduling the final acceptance, the designer and lead installer will perform complete system testing to include the following items: 1. Video Systems will be tested and documented for proper signal levels and operation with measurement tools as well as observing the display device(s). All video paths are tested from the origination of the signal to the display device. Any discrepancies are corrected before final acceptance. 2. Audio Systems will be tested and documented for proper signal levels and operation using measurement tools and listening to the sound produced. All audio is examined from the origination of the signal to the speakers or audio destination. Assure that each piece of equipment in the audio path is performing at or above the manufacturer's published specifications. Correct any discrepancies found relating to signal quality before final acceptance. Sound System Equalization will be set during the audio system testing using the appropriate test equipment. Control System operation is confirmed during this phase of the job. A final test of control system operation is performed before final acceptance and signed off by the designer. This sign off will is given to the customer in the final documentation. A test report is generated and given to the customer in the final documentation covering each item. Avidex I info@avidex.com 1 949.428.6333 1 www.avldex.com V1-040921 8 a v i d e JWdio Mldeo Integration & Design Excellence Documentation In the Documentation phase, Avidex takes all the approved concepts and puts them into the facilities and technical documents required by Avidex and others, to properly build the AV systems and infrastructure needed. Systems engineering and CAD are involved in this phase. Throughout the design and implementation process, Avidex provides coordination and attendance in meetings, regular communication on status and action, and strives to provide the highest quality of customer service. Our work product for each phase includes written reports, cost estimates, and illustrated design drawings detailing architectural, electrical, and systems requirements. Avidex provides documents to define the functional, performance, and installation requirements for the audiovisual systems, which include specifications, equipment schedules, and details required that clarify intent. Training After installation, Avidex provides customized professional systems training classes on the proper operation of the system, to assure comfort with the installed technologies. Training packages are available at various levels to meet the specific needs of the job requirements. Sessions are designed with the "End -User" audience in mind - executive management, system operators, administrative and technical support, or facilities managers. Advanced courses for'technical staff or 'train the trainer' programs for support personnel are designed to fit your specific project requirements. Avidex I info@avidex.com 1 949.428.6333 1 www.avidex.com V1-040921 9 EASE Focus - version 3.0.18 1. Project Information Project Title: Date: Author: Temperature: Pressure: Humidity: Mapping: �.. # f ._may , F� New EASE Focus Project Tuesday, December 15, 2020 6B.09F Standard (1010 hPa) Standard (60%) 4000 Hz (1/3 Octave) - No Weighting .e 12/iS/2020 - City of Palm Springs Paviilion Ballroom Subs Behind Array 2020-12-it.ki 1 EASE 1Focus - Version 3.0.18 2. Sound Sources Label Type System X [ft] Y Eft] Z [ft] Hor [0] Ver [01 Rat [e] 1 House left Line Array WL3082 2.21 -130.84 -92.00 0.0 -10.1 0.0 2 House Right Line Array WL3082 2.15 -89.64 -92.00 0.0 -8.9 0.0 3 Outflll L. Loudspeaker APS152 1.31 -134.05 -92.50 -90.0 -25.8 0.0 4 Outfili R Loudspeaker AP5152 1.31 -86.41 -92.50 90.0 -25.8 0.0 5 Subs behind L Line Array WL3082 -0.91 -130.76 -91.63 0.0 0.0 0.0 6 Subs behind R Line Array WL3082 -0.91 -89.64 -91.63 0.0 0.0 0.0 3. Distribution Average: 97.3 dB t6.5 Average - Std. Dev.: 90.8 dB Average + Std. Dev.: 103.8 dB Level (d8; 4. Global Filter Filter Status: Active Gain: 0.0 dB Delay: 0.000 ms Polarity: Normal 4 r i -r r ar r a tr air Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-111c3 2 EASE Focus - Version 3.0.18 S. Sound Source - House Left System: Company: Label: Position: orientation: Weight: Setup: Box Count: Pinpoint Mode: Pinpoint Number: Remaining Vertical Angle: Bottom Angle: Above Ground: WL3082 QSC Audio Products, LLC House Left X-2.21 ft Y--21.20 ft Z=17.00 ft Hor=0.0° Vera-10.1° 496.47 Ibs 2x Sub Behind 6 Best Pinpoint Point 8 -0.30 41.30 12.05 ft Vvaight 496.47 U Box Type Gain Rigging Angle Aiming Angle (frame) -10.10 Box 1 WL3082 0.0 dB 0.00 -10.10 Box 2 WL3082 0.0 dB 2.00 -12.10 Box 3 WL3082 0.0 dB 3.00 -15.10 Box 4 WL3082 0.0 dB 4.06 -19.10 Box 5 WL3082 0.0 dB 7.00 -26.10 Box 6 WL3082 0.0 dB 10.00 -36.10 Box Type Input Configuration Input Types (Frame) Box 1 WL3082 MaxOutput Box 2 WL3082 Maxoutput Box 3 WL3082 MaxOutput Box 4 WL3082 MaxOutput Box 5 WL3082 MaxOutput Box 6 WL3082 MaxOutput Finer Status: Active - Gain: 0.0 dB — — Delay; 0.000 ms Polarity: Normal -� -- i- Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-1110 3 EASE Focus - Version 3,0.18 6. Sound Source - House Right System: WL3082 Weqk 496A7Ibs Company: QSC Audio Products, LLC. Label: House Right Position: X-2.15 ft Y-20.00 ft Z-17.00 ft Orientation: Hor-0.00 Ver--8.90 $i Weight: 496.47 lbs ri Setup: 2x Sub Behind Box Count: 6 Pinpoint Mode: Best Pinpoint Pinpoint Number: Point 8 Remaining Vertical 0.90 Angle: Bottom Angle: 40.10 --�- -- - �- -- ---- ---- Above Ground: 12.02 ft `89h bawm eo 1' 12 02 A above Wowd Box Type Gain Rigging Angle Aiming Angle (Frame) -8.90 Box 1 WL3082 0.0 dB 0.00 -8.90 Box 2 WL3082 0.0 dB 2.00 -10.90 Box 3 WL3082 0.0 dB 3.00 -13.9° Box 4 WL3082 0.0 dB 4.00 -17.90 Box 5 WL3082 0.0 dB 7.06 -24.90 Box 6 WL3082 0.0 dB 10.00 -34.9° Box Type Input Configuration Input Types ( Frame) Box i WL3082 MaxOutput Box 2 WL3082 MaxOutput Box 3 WL3082 MaxOutput Box 4 WL3082 MaxOutput Box 5 WL3082 MaxOutput Box 6 WL3082 MaxOutput Filter Status: Active — — --- Gain: 0.0 dB Delay: 0.000 ms Polarity: Normal ji i r a r r - a — — s s• � Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-11*3 4 EASE Focus - Version 3.0.18 7, Sound Source - Out#ill L System: APS152 Company: QSC Audio Products, LLC Label: Outfill L Position: X-1.31 ft Y--24.41 ft Z=16.50 ft Orientation: Very-25.80 Hor=-90.0° Rot-0.01 Fllter Status: Active Gain: 0.0 dB Delay: 0.000 ms Polarity: Normal Filter Type No Active Filters Frequency Gain / Slope Q Factor 12/15/2020 - My of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-i1.fc3 5 H M-) EASE Focus • Version 3.0.18 S. Sound Source - Outfill R System: AP5152 Company: QSC Audio Products, LLC Label: Outfill R Position: X-1.31 R Y=23.23 ft Z=16.50 ft Orientation: Ver=-25.80 Hor-90.0° Rot=0.0° Finer Status: Gain: Delay: Polarity: Active 0.0 dB 0.000 ms Normal Miter Type Frequency Gain / Slope Q Factor No Active Filters 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-1110 6 EASE Focus - Version 3.0.16 9. Sound Source - Subs behind L System: Company: Label: Position: Orientation: Weight: Setup: Box Count: Pinpoint Mode: Pinpoint Number: Remaining Vertical Angle: Bottom Angle: Above Ground: WL3082 QSC Audio Products, LLC Subs behind L X=-0.91 ft Y=-21.12 ft Zw17.37 ft Hor=0.0° Ver=0.0° 245.25 Ibs Large Frame 2 Best Pinpoint Point 9 -1.00 0.0 14.51 ft V**& 245Z Q* Box Type Gain Rigging Angle Aiming Angle (Frame) 0.00 Box 1 WL212-sw 0.0 dB 0.00 0.00 Box 2 WI212-sw 0.0 dS 0.00 0.00 Filter Status: Active — — — Gain: 0.0 dB Delay: 0.000 ms F r Polarity: Normal Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-i1.fc3 7 EASE Focus - Version 3.0.18 10. Sound Source - Subs behind R System: Company: Label: Position: Orientation: Weight: Setup: Box Count: Pinpoint Mode: Pinpoint Number: Remaining Vertical Angle: Bottom Angie: Above Ground: Box 1 Box 2 WL3082 QSC Audio Products, LLC Subs behind R X--0.91 ft Ya20.00 ft Z=17.37 ft Har-0.0° ver•0.00 245.25 ibs Large Frame 2 Best Pinpoint Point 9 -1.00 0.0 14.51 ft Box Type (Frame) WI212-sw W L212-sw Filter Status: Active Gain: 0.0 dB Delay: 0.000 ms Polarity: Normal No Active Filters Wmk 24525 rot Gain Rigging Angie Alming Angie 0.00 0.0 dB 0.00 0.00 0.0 dB 0.00 0.00 e � -�—ea4�•^.�*�rt��W—�F�-� •f'rl-fit.+.+' i x Filter Type Frequency Gain / Slope Q Factor 12/15/2020 - City of Palm Springs Pavlllion Ballroom Subs Behind Array 2020-12-11.fc3 8 EASE Focus - Version 3.0.18 11. Audience Zone - Audience Zone Label: Audience Zone Shape: Rectangle Label Length Ear Height Audience Area 1 17.11 ft 3.94 ft (Sitting) Audience Area 2 89.71 ft 3.94 ft (Sitting) 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020.12-11.k3 9 12. Receivers x Receiver 1 11.80 ft Receiver 2 49.11 ft Receiver 3 71.26 ft Receiver 4 -18.09 R Receives 5 0.85 It Receiver 6 1.96 ft EASE Focus - Version 3.0.18 Y 22.75 ft 24.01 It 4.96 It -0.23 ft -50.00 It 49.24 It z 3.94 It 3.94 ft 3.94 ft 3.94 ft 3.94 R 3.94 ft 20 10 T f i.00 � I so 701 315 t lk A 41 A 1 Frequency ft] 12/15/2020 - City of Palm Springs Pavlilion Ballroom Subs Behind Array 2020-12-11.fc3 10 Ell 2 EASE Focus - Version 3.0.18 1. Project Information Project Title: Date: Author: Temperature: Pressure: Humidity: Mapping: 70 # New EASE Focus Project Tuesday, December 22, 2020 68.00F Standard (1010 hPa) Standard (60%) 8000 Hz (1/3 Octave) - No Weighting a 12/22/2020 - City of Palm Springs Paviilion Ballroom Alt option KLA 2020-12-21.tc3 1 EASE Focus - Version 3.0.18 Z. Sound Sources Label Type System X [ft] Y [ft] Z [R] Hor [°] Ver [0] Rat [°] 1 Delay 1 Loudspeaker E10 42.00 -79.64 -90.00 0.0 -33.0 90.0 2 Delay 2 Loudspeaker E10 42.00 -109.64 -90.00 0.0 -33.0 90.0 3 Delay 3 Loudspeaker E10 42.00 -139.64 -90.00 0.0 -33.0 90.0 4 House L. Une Array KLA12 0.00 -127.64 -91.50 0.0 2.8 0.0 5 House R Line Array KLA12 0.00 -91.64 -91.50 0.0 2.8 0.0 6 OutfiliL Loudspeaker E10 0.00 -131.19 -92.00 -75.4 -26.0 0.0 7 Outfill R Loudspeaker E10 0.00 -88.34 -92.00 75.4 -26.0 0.0 3. Distribution Average: 89.9 dB t7.6 Average - Std. Dev.: 82.3 d8 Average + Std. Dev.: 97.5 do Level (dB) 4. Global Filter Filter Status: Active Gain: 0.0 dB ; 4 , Delay: 0.000 ms Polarity: Normal T 1, V *fi r 'r -W`--Jf -U-1RW rt1T -W - R V -law -r} Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/22/2020 - City of Palm Springs Paviilion Ballroom Alt option KLA 2020-12-21*3 2 EASE Focus - Version 3,0.18 5. Sound Source - Delay 1 system: E10 Company: QSC Audio Products, LLC Label: Delay i Position: X-42.00 ft Y-30.00 R 2=19.00 ft Orientation: Ver=-33.00 Hor-0.0° Rot-90.00 Filter status: Active Gain: 0.0 dB Delay: 0.000 ms Polarity: Normal Filter Type Frequency Gain / slope Q Factor No Active Filters 12/22/2020 - City of Palm Springs Pavlilion Ballroom Alt option KLA 2020-12-21*3 3 EASE Focus - Version 3.0.18 6. Sound Source - Delay 2 System: E10 Company: QSC Audio Products, LLC Label: Delay 2 Position: X=42.00 ft Y-0.00 ft 2-19.00 ft Orientation: Ver=-33.00 Hor=0.0° Rot=90.0° Filter Status: Active , Gain: 0.0 dB Delay: 0.000 ms —� — - -- - — -I Polarity: Normal- t w ca Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/22/2020 - City of Palm Springs Paviilion Ballroom Alt option KLA 2020-12-21.0 4 EASE Focus - Version 3.0.18 7. Sound Source - Delay 3 system: E10 Company: QSC Audio Products, LLC Label: Delay 3 Position: X-42.00 ft Y=-30.00 ft Z=14.00 it Orientation: Ver=-33.00 H or=0.0° Rot=80.0° Filter Status: Active Gain: 0.0 dB ! k Delay: 0.000 ms Polarity: Normal 1. T�- I Filter Type Frequency Gain / Slope Q Factor No Active Filters 12/22/2020 - City of Pafm Springs Pavlllion Ballroom Alt option KLA 2020-12-200 5 EASE Focus - Version 3.0.18 S. Sound Source - House L System: Company: Label: Position: Orientation, Weight: Setup: Box Count: Pinpoint Mode: Pinpoint Number: Remaining Vertical Angle: Bottom Angle: Above Ground: KLA12 QSC Audio Products, LLC House L X-0.00 ft Ya-18.00 ft Z=17.50 ft Hor- 0.00 Vera 2.80 292.94 Ibs KLA AF12 to KLA181- Rear Pull Back 4 Best Pinpoint 3 0.10 51.30 11.70 ft In W.OL»$.d Box Type Gain Rigging Angle Aiming Angle (Frame) 2.80 Box 1 KLA181 0.0 dB 0.00 2.80 Box 2 KLA12 0.0 dB 9.00 -6.20 Box 3 KLA12 -2.0 dB 18.00 -24.20 Box 4 KLA12 -5.0 dB 18.00 -42.20 Filter Status: Active Gain: 0.0 dB Delay: 0.000 ms L Polarity: Normal T �.., f ..,.�� . j.. - _ l}-- Filter Type No Active Filters Frequency Gain / Slope Q Factor 12/22/2020 - City of Palm Springs Pavlillon Ballroom Alt option KLA 2020-12-21.fc3 6 M EASE Focus - Version 3.0.18 9. Sound Source - House R System: KLA12 Company: QSC Audio Products, LLC Label: House R Position: X-0.00 ft Y-18.00 ft Z-17.50 R Orientation: Hor-0.00 Ver=2.80 Weight: 292.94 Ibs Setup: KLA AF12 to KLAi81- Rear Pull Back Box Count: 4 Pinpoint Mode: Best Pinpoint Pinpoint Number: 3 Remaining Vertical 0.10 Angle: Bottom Angie: 51.3 0 Above Ground: 11.70 ft Box Type Gain (Frame) Box 1 KLA181 0.0 dB Box 2 KLA12 0.0 de Box 3 KLA12 -2.0 dS Box 4 KLA12 -5.0 dB Filter Status: Ave -� Gain: 0.0 dB Delay: 0.000 ms Polarity: Normal Filter Type No Active Filters Frequency bd A'.sl, IF S:�rti �vf Rigging Angle 0.00 9.00 18.00 18.00 Aiming Angle 2.80 2.80 -6.20 -24.20 -42.20 ■ r• # a• •- a i # ■...« Gain / Slope Q Factor 12/22/2020 - City of Palm Springs Pavlilion Ballroom Alt option KLA 2020-12-21*3 7 EASE Focus - Version 3.0.18 10. Sound Source - Outfill L System: E10 Company: QSC Audio Products, LLC Label: Outfill L. Position: X=0.00 ft Y=-21.SS ft Z=17.00 ft Orientation: Ver--26.00 Hor=-7S.4° Rot=0.0° Fllter Status: Active = Gain: 0.0 dB II' -'_: _ '_ Delay: 0.000 ms Polarity: Normal r T I F 9WW VFW Tl a'ea --w Filter Type Frequency Gain / Slope Q Factor No Active Fitters 12/22/2020 - City of Palm Springs Pavii#ion Ballroom Alt option KLA 2020-12-21*3 8 EASE Focus - Version 3.0.16 11. Sound Source - ©utfill R system: E10 Company: QSC Audio Products, LLC Label: Outfill R Position: X=0.00 ft Y=21.30 ft Z=17.00 R Orientation: Vera-26.00 Hor=75.4° Rot=0.0° Filter Status: Active y Gain: 0.0 dB t Delay: 0.000 ms Polarity: Normal ; d Miter Type No Active Filters 5 f 4.41 1++ 7 i r; Frequency Gain / Slope Q Factor 12/22/2020 - City of Palm Springs Pavlilion Ballroom Alt option KLA 2020-12-2110 9 N EASE Focus - Version 3.0.18 12. Audience Zone - Audience Zone Label: Audience Zone Shape: Rectangle Label Length Ear Height Audience Area 1 17.11 R 3.94 ft (Sitting) Audience Area 2 89.71 R 3.94 ft (Sitting) 12/22/2020 - City of Palm Springs Pavlllion Ballroom Alt option KLA 2020-12-21A3 10 R 13. Receivers X Receiver 1 16.19 ft Receiver 2 40.19 ft Receiver 3 65.00 ft Receiver 4 68.72 ft Receiver 5 6.61 ft EASE Focus - Version 3.0.18 y - Z 18.91 ft 3.94 ft 20.44 ft 3.94 ft 30,11 ft 3.94 ft 50.14 ft 3.94 ft -48.08 ft 3.94 It I a 315 T 61 T 1 i 2k te r ; Frequency(Hzj 12/22/2020 - City of Palm Springs Pavlilion Ballroom Alt option KLA 2020-12-21.ft3 11 11videx-mrov& Audio Video Integradon & Design Excellence City of Palm Springs Francisco Jaime Associate Civil Engineer 401 S. Pavilion Way Palm Springs, CA 92262 Tel; 760-323-8253 Quote 9122=1 Prolect Number: 38365 Powilion Acoustic Upgrades CP 20-2T JeniferAndersen Ship To: IYIh-Part No. Ow Deacrfpthm UnItPrIw exiandodi Bid Schedule! Cost Shoot - Minimum Conditions City of Palm Springs Pavilion Audio System Upgrade Scope of Work Provide and Install the fWWMng equlpment: -sty 2 main loud speaker arrays -0ly 2 outlll lord speakers -0ty 2 subwookm city 1 digital signal Wocaasor sty 1 louch screen control penal 43ty 3 multichannel loud speaker amplillers 4Xy 1 quad wireless mkrophom recisver 4Xy 2 wireless hand held microphone tronsm tens 4)ty 2 VAMIOU belt pack microphone transmisara 4)ty 2 bell pack lapel microphone elownts 4)ty 2 bell pack sorrel microphone elements -sly 2 dual dodkkg recharging stations 4Xy 2 ardivs directional ahlcrophone sMsnnas 4Xy 1 network aw{tch Oy 5 whW microphone Input plates (replace existing) 43ty 1 wag mounted awing out equipment recik AssumplornslExclusioea -Power by oUrors 44atwork by others -At cable paths acousible -Retain and reuse exiaUng wired microphone cabling -York to be p ufor mod dwtV M-F 1st sh5l hours OSO-WLW8243K 12 Uh s compact high performance Ilea wW modu:e. 2.569.35 3OA32.20 duel neodymium Ir (200 mm) crone LF 3' (75 mm) ltan'um dlaph Wn. neodymium magnet HF compression drhw, 14% hkrrl:ontel coverage. Neural array -Wrung hardware, available in while. QSC-MISSW-SK 2 Dual 13 subwoofer, same ecousti aperkrrwisoce as 2.194.05 4.385.10 the WL21E-4w. rectangular enclosure with 16 x MA10 suspension points, availabis in Mack ASC-AF3082S-RK 2 Small array frame for use wtth WL30U and 975.77 1,951.54 Created on 9121R021 Page 1 of 4 Printed on 9I22l2021 Avidex Industries. LLC Project 38365 20382 Ftermana Cir. 0 Lake Fores4 CA 92630 0 Phone (949) 4284W3 0 Fax (949) 42M34 wow avldracay.am Om California Contractors Lkxrrae If IM185i n S c R W" Gomm afssaal sear WL212-sw_ accommodates arrays of up to hralvs (12) V63M or two (2) WL212-ew and eight (8) WL308x an also be used In con)uraw wph E63062 to consdud arrays with WL212-sw suspaided behind WL3082: evaltabb In bleak. 28C-AP-51624W 2 16 Hlplipower t r"M sudaoe speaker, 76 conical 1.235.80 2,471.20 1 DMT8 coverage, trapsmidd Install ondosum with M10 ngpstWon 11049s, Avolleble In bhwk 050•M10 IQT W 8 Includes: 3x M10 torged4houlder. steel syaboll 46.76 374.09 Idt for suspending E112 E115 E215, KW Series and AcarskPedormance loudspeakers. QSC CORE 8 FLEX 1 Processor, Urilled Caro 11732.14 1,732.14 QSC 81.4=4N-P 1 License. Sorlptkrg Engine Perpetual 142.88 142.40 QSC SL-QUD-8N-P 1 License, DapbymeM Perpetual 71AS 71.43 CSC-TSG36W-G2-SK 1 QSYS 5.5 PoE Touch Screen Controllorfor 1n-Wb1 884 92 S84.92 Mounting Includes 1 LAN PortandAux Power h,p A evallabie In black only. OSC-CX-Q SKII 2 84hamel I OWWICH Q-SYS N*wmkAnp@W. LO-Z 4,388.10 8,778.20 7W,100V dked drive. FlexAmplr, wRh Mici ne Inputs 100.24OV. OSGCX-O 8K4 1 4-Chsmel 20DOWICH QSYS NOtwakAnokr, Lo-Z 3.031.25 3,031.25 76V,100V dkstd drive. Fkx#ntp8, Mdlkta Inputs, 100.240v. Shun>•l1LXD4Q■-H50 t Quad Digital Wireless Recalver H50 4,836.23 4.W8.23 pmw up*. 112 WaveAntems and Reds Moun" Hw&mro Shrae-ULXDim4460 2 Dlgllal Wireless Bodypock Tramn ttt 407.71 819.42 Miniature 443in Connector ShwaULXD2l887A■-H50 2 ULXD2 WIRELESS HH WIBETA67A HEAD $82.44 1,164,SB Shure-WLies 2 MkxoSex Cardod Leveller Mlc 99.52 109.04 Shure DH5TAIMTQG 2 HesdsoL Mic 31SA7 833.34 Shure SB900S 4 Bstl ", Redrerg"W 84.82 339.28 Shun-SSC200-US 1 Dual Oaddng Charger wl PS45US Pwr 203.66 203.86 ShureSSC200 1 Dual Doci ft Charger 149.11 149.11 Shur"A874US 2 Adhro Directional UHFArdana 281.81 563.22 470-M MHz Shure-UA8100 2 100& UHF RenwtsAromna Extension C 202.38 404,78 RG2131U Type QSC-NS-110813 1 10-port notAwk sw tch pr000rApred nor QSYS S03.71 60.71 Audio, Video and Control with 4x PoEt ports. With advanosd OoS and IGMP to also support AES67 end Dank In some VLAN 13erktek40136228 1000 23.415 UTP-CMP SOL BC FEP CatB Blue 0.31 310.00 RDL-D-XLR3F 6 3 pin XLR Do= P449 While 17A5 87 25 connections WCW ORK-03725 5 Plate, Cover Decors 10 (White) 1.55 775 Mkidle AthndcOA R•l6-22 1 18sp (2r) SGCWMl Well Rack 22 678.67 678.67 P EQUIP., BLACK FINISH Mkldk Atlandc-FD-16 1 Solid Front Dow, Fits 16 Sp Dwr SK 120.54 120.54 BLACK FINISH Middle AtlanBaDWR-RRIG 1 16 Space Red Rai Kit Drawer 38.04 39,D4 MiddleAdardio-HP 1 BLCK 10-32 PHO. SCRWS WI WASHERS 10.82 19.52 MiddleAtlanUaLBP-1A 1 LShaped Lacing Bar,10 Pc, Pack 3064 30,54 Middle AUFWD 02 1 2SPC(3.6I Rack Draw BLC1( Blshd Fin 137.88 137.68 Middle Atlandc OWR-FK22 1 2 Qty 41-2 Fan Guw a 128 57 128.57 'DEEP DWR SERIES.190 CFM TOTAL 020 VAC) CORD tNCLUOED MWdk AgamicSB1-CP12 1 E61 CONTRPACK PANL N-MAIN POLY BAG 78.7E 7875 BAGS `de w WfAP N Surgex SX-DS-208 1 CwAMcnar Pourer Surge Supprosebn 156.26 166.25 Gapco GSC138-R :' 1 Cebk, 12-618W :_ 302.16 . i` , 3,652-15 Whktwlnd NLBFC 2 Corswdw. 8peakon 8 Pole Coble Mount 20.07 4014 WhkWAd NL8.002 +' 7 10 09M0. Spooker. NL81c NL8 r _:,, �! 83.73 837.30 WCW 12-OV-SLK 1 Cable, Speaker 12-02 Plenum 438,10 438.10 VWNrt*W NL4FX ' }?= ;'rt ` 3 Comectar, Cable Mount Spaakon 4 Pole . '• 7.70 2310 Created on 91211=1 Poo 2 of 4 Printed on 9122/2021 Avidex Industries. LLC Project: 38365 20382 Herrnans Cir. o Labe Forest CA 92630 o Phone (949) 4264333 • Fax (949) 428-6334 Aft www.avldexa kms Celifarnla Contractara Lkxntre 0 981651 wm nscR, .mt. ,.,......,.,......� uV it r 1 s 1 ai„ W d%Md NL44D02 1 Cable, Speaker, NU to NL4 3312 3312 AVI-DNG4000 1 Magmata, Wso Consirucam 3,214.29 3,214.28 2 Rental,SduwLM 696.24 1,190.48 1 QSC Tmrtsnl Suraherps 2,510.66 2,610AS EAUNWENT 78,181.77 Prnfestlond Swvkas 51,967.76 1 FkM Alk wane - based on appiwed Said Orders 1s.000.00 15.000.00 1 Payment t1 p6lorrnance Bond,rg 1,549.00 1549.00 Pricing Summary This Quote Is Valid for 30 Days. Shipping & Handling: Local Tax $6,1389A7 Lump Sum Project Total: $15588.00 AVI PWC/DIR # 1000004292 DIR PROJECT ID # Terms Contractual Process Billing Design Weds ! Assumptions: 1 CordudlslEleetrkml Work: 2. PrddnW 'All eondult is usable and hen of obstructions • NI Pricing b conftdential Conduit, backimmma and cleaves provided by o0ws 3. Quaity Assursnee: 110 VAC outlets and elrcu b not Included ' AI cabling complies with EIA-TtA SOM19B standards Core &Wft not nduded, unless othavrise noted ' AN work shall comply with applicable Bul" Codes • Power Supples. surge suppressors, UPS not knckrded ' Changes to contract must be approved In writing • site shal be accessible during scheduled wont hours taut Malntonance . Ask about AVI's other oomprehensMe Preverdo0ve Mskrtemmnea and Support SwWm programs intended to supplement msrwracturees !trilled equip reardwartantles provide ongoryng tac nicsl support, prioritized amergancy due response repairs. and pwkxk sydKn Making sessions. Al of these recurring premft i e maintenance features vAl help protect your AV system and ffiwdal investment Please take advantsee of these prn¢ams and contact yourAtxouni Manager orAVl's Servloe Group for oovmege options - Baste MsintanawA padme: Prwentadw Lulatenance VIsK System status Reports. Help Desk Support, Emergency Response Priority, User Refresh Training, Extended Equlpntont itfarranhr, tabor, Free Shipping end supplies Discounts. Payment Terms All Projects require a mobillzation fee of 30% of the overall proposed contract total In order to initiate the order. Mobilization fees are due upon Recelpt, This proposal Is valid for 30 days from the date appearing on the cover page. • Monthly progress invoices will be issued with net 30-day terms. • The 3W Service Plan will be invoiced annually, In advance or at the date of commencement. • Freight and sales tax will be added to invoices based on current tax rates as required by state law on the Invoice date. • Avidex reserves the right to charge for stored materials and/or equipment. • Avidex reserves the right to charge a 1.5% fee for late payment of Invoices Created on 9122/2021 Pape 3 d 4 Printed on 9f22l2021 Avidex Industries, LLC Project•. 38365 20382 Hemwe Clr. a Lake Forest. CA 92630 • Phone (949) 428-6333 a Fax (949) 4284334 www actors Lice0111 nse Calfforr>Ia Contractors License 0 981651 srt,stl seer AuMorInUon to Process -Integration Services Avidex will begin the Implementation phase of this project upon receipt of the client purchase order or executed contract referring to this proposal and the mobilization feel have reviewed the available post-Installatbn 36V Service Plan offerings with my account executive. I, the client, elect to decline the 360' Service Plan offering. By chaddrig this box, I understand that I am declining the proposed service and support coverage for my audiovisual system. Submitted by: Avidex Industries, LLC Name Signature Date Client Approval: Cllent NsmellWe Signahtre Date Intemal Avidex Approval: Name Signstwe Date Each party agrees Thal any electronic signatures above, whether digital or encrypted, of the parties ;ncluded in this Agreement are Intended to authenticate this writing and to have the same force and effect as manual s-gnal..far Delivery of an executed signature page to this Agreement by e-mail attachment other means of electronic transmission with authorization to attach it to this Agreement, or any other means of a ectron c transmission used to obtain an electronic signature shel be deemed to have the same legal effect as delivery of an origmat signed copy AVIDEX INDUSTRIES, LLC Gmtffdentlol (FORM 16.2 Rev 200713-001) Project Number. 38365 City of Palm Springs Pavilion Acoustic Upgrades CP 20-27 Created on 9/2212921 Page 4 of 4 Printed on 91=021 Avidex Induahles. LLC Project: 30M 20382 Hennana Cir. • Lake Forest, CA 92830 • Phone (949) 428.8333 • Fax (949) 4284334 www.&vIdexsv.com Catoma Contractors Lixrte 0981651 1 1 s r Fi bibewnm r111Tllllsl soar GP 2D-27, Pavilion Acoustic Upgrades Bid Schedule Cost Sheet — Minimum conditions August 23, 2021 0 Llne-stern Topic Type QTY �a� Total 1 Mobilization LS 1 2 SE stamped plans for connections, permitting LS 1 3 Main loudspeaker arrays EA 2 4 Ouifillloudspeakers EA 2 5 Subwoofers EA 2 6 Digital signal processor EA 1 7 Touch screen control panel EA 1 8 Multichannel loudspeaker amplifier EA 1 9 Dual wireless microphone receiver EA 1 10 Wireless handheld microphone transmitter EA 1 12 Wireless belt pack microphone transmitter EA 1 13 Belt pack lapel microphone element EA 1 14 Dual docking recharging station EA 1 16 Active directional microphone antennas EA 1 17 Network switch EA 1 18 Wall mounted swing out equipment rack EA 1 19 Quad power outlets at loudspeaker array locations EA 2 20 Delay loudspeakers EA 3 21 Cabling, connections, sleeving, testing for audio and power, low/ high voltage, Including power extensions. L5 1 22 90-day maintenance LS 1 23 Software license and software implementation/setup LS 1 24 4-hour on -site training with software interface and equipment 25 Field Allowance - based on approved field orders Pr ject Total LS i LS 1 $15,000 $15,000 avidex Audio Video Integration & Design Excellence City of Palm Springs Fmndsco Jaime Associate Civil Engineer 401 S. Pavilion Way Palm Springs, CA 92262 Tel: 750-323-8253 W-Part No. City of Palm Speb►ps PSALM Audio System Upgrade 4ty peaodj>Rien Quote 9/22/2021 Prolect Number: 38365.1 Pavilion Acoustic Upgrades CP 20-27 Jenifer Andersen Ship To: Bid Schedule Coat Sheet - Recommended (Optimal) Conditions} Scope of Work Pro%4de and install the fadawMg equipment• -Gdy 2 meln kwd speaker arrays 4Xy 2 outhf loud speakers My 3 delay loud speakers 4Xy 2 eubwoofsrs 401 digital Wpnel processor -Qty 1 touch screen control penal -Oty 1 nkft ►annel loud speaker ampltiier - t 1 dual wireless microphone rwok r -Qty 1 wireless hand held microphone ftmmfttw -Qly 1 wlrekaas bait pad* mlimptme tracer -Qly 1 ball pack regal microphone element -qly 1 dual doddng recharging station -Qty 1 active directional mkophone antennas 4V 1 rntwork switch -Oty 1 wall mounted swing out equ"ent rack -My 2 quad power outlets at loud speaker anay locations Unit Prig IExMWW j Assumption sExclusklns. -Power to be extended from doses) wadable junalon boxers -Existkq drouits have sufficient capacity for additional load cif additional ckc*dts we required, additional charges will apply -Network by others ,All cable paths accessible -Retain and rows axis" wired microphone cebW*g -Work to be perfomnd during M•F 1st Wit hours QSGI(U11243K 8 ISM x 1W0Vlr, Mro-rray, aWre. &A-amly 1,732A4 10.39284.. loudspeaker,12anahwoofer, 11.75-kndn compression driver; W x if nomlael coverage angle: sdf conte6red rdgging system, wadable In bWack. QSC4(LA18143K 2 18 ported.188oW subwooW with Integrated aging 2,078.57 4,16714 hardware: awadloWe In bledc Created on 912112021 Page 1 of 4 Printed on 9y2=21 Avldex Industries, LLC Prged: 38366-1 20362 Hmmniana Cir • Leko Forest, CA 92630 a Phone (949) 428.6333 o Fax (949) 428.6334 AM yrww.ovkk xay.eom Cellfomla Contractors License 0961851 r15 C R` iafrrur sasr QSC KI.AAF12.9K 2 Frarna, tray KLASarles $0718 1,61cm 0SC-E110 6 10 2-way. externally powered, We 459.02 2,295.10 sound-rslnfacement loudspeaker Available in black only QSC-E110YM 5 Powder coaled steel yoke for moun*V the E110 11865 593.25 horhmntoly or veft1c* to structures. QSC CORE 8 FLEX 1 Processor. IHnilisd Care 1.732.14 1.732.14 050 SL-QBE- *p 1 License, Sm"M Engine Perpetual 138,57 139.57 QSC SL-QLN)4 N-P 1 License, Deployment Perpetual 09.29 69.29 QSC-TSC-65W-02-BK 1 04 W8 5.5 PaE Touch &roan ConbnNer for h►*aq $54.92 804.82 Mokmtlnng. Irnclw I 1 LAN Part and Aux Power WW. ave9able In black any. QSC-Cl 4K8 1 8-Channel 6MICH Q-SYS NetworkAmpg6er, Lo-4 3.493.15 31493.15 70V,100V dfred drive, Flo~. with NkAfro Inputs_ 100.240v Sham-ULXD4D -H60 1 ULXD4D DUALWIRELESS RECEIVER _ 2,31812 2,318 i2 LL power sup*, V2 Wave Antenna and Rack Mounting Hardware Shure-UUMIx-H50 1 D191W WlsbssBodypadcitanamlR 407.71 40771 Miniature 4-Pin Com cW Shura-ULXD218B7A-H50 1 ULXD2 WIRELESS HH WIBETA137A HEAD 602.44 WZ44 Shurs-WL155 1 Mimflex Canftd Leva%r Mle 99.52 99.52 Shure-S8900A 2 Lithlu n-lon Rechargeable weary 84.82 169,64 Shove-SBC200-1.18 1 Dual Docking Charger wr P84SUS Pwr 203.66 203.88 Shure-UA674US 1 Active Directional UHF Antenna 281.61 281.81 470-M MHz Slwrs4UA8100 1 1001E UHF RemoleAnlerans Extension C 192.26 192.28 R0213N Typs QSC-1S4106P 1 10imM network switch precon8gured for Q,4Y8 RMSMO-Offlot W%Oft 803.71 Audio, Video and Central with 4x PoE+ ports. With advanced Qo8 and IGMP to also suppoRAES67 end Dante In sane VLAN. 8erklek40198228 1000 2341P UTP4WP SOL BC FEP C 0 SW 0-vvWay.W3I0.00 Middle AOendc-DWR-16.22 1 18ap (28') Sectional Wall Rack 22 578.57 578.157 PEQUIP, BLACK FINISH Middle Attanfle-FD-16 1 Solid Frwd Doan, Fits 16 Sp Dwr SK 12064 120.54 BLACK FINISH Middle Atlonlo-DWR-RR16 1 16 Span Real Rau Kit On 3804 38.04 Middle A0on8o-NP 1 BLCK 10-32 PHI SCRWS W/ WASHERS 10.82 10.32 MIddleAOsntio-1.13P-1A 1 LShaped Lacing Bar 10 Pc. Pack 30.64 30.64 Middle A0antio-D2 1 2SPC(3.S) Rack Draw BLCK Brshd Fin 137.68 137.88 Middle Adantlo-DWR-FK22 1 2 Qty 41.2 Fan Guards 128.67 126.57 ' DEEP DWR SERIES,190 CFM TOTAL (120 VAC) CORD INMUDED MiddleA0an0FEB1-GP12 1 ES1 CONTRPACK PANL N-PLAIN POLY BAG 78.75 78 75 Surgeu SX438-208 1 BAGS Conditioner, Power Surge Suppression 156.25 156.25 YYCW 12402P-BLK 2 Cable, Spealker 12-02 Plenum 438.10 876.20 WCW 22-2PREPSPA" 2 Cable, STP 226A2Pr Shield 234.52 489.04 Whirlwind NL4FX 5 Connector, Cable Mount Speakon 4 Pale 7.70 38.50 Whi Wnd WI3M-8K 4 Connector, Was XLR 4.11 1S." Whtrlwlnd MK402 4 Cable. Extension XLR3M to XLR-3F 20.81 $3.24 AWDNO4000 1 Molarials, MIN Construction 4.285.71 4,265.71 3 Rental, Scissor LIR 595.24 1,786.72 1 QSC Transit Surcharge 1.070.48 1.070.48 EQUIPMENT 40,633.72 Pm(easbrW Swvkss 52,516.86 1 Field Allowance - based on sppmmd Field Orders 15,000.00 15,000.00 1 Payment & Paikmnance Bonding 1,13800 I'm" Created on 912202021 Pape 2 of 4 Printed an 9122I2021 Avklex Industries. LLC Project 38385-1 20382 Hermann Cit. • Lake Famal, CA 926M • Phone (949) 42f3.8333 • Fax (949) 428.6334 Aft vc. oM California ContnktM 1.1oon MENA s # 981651 ue�r�m 15 C R ww� • A1t1■{i aNr Pricing Summary This Quote is Valid for 30 Days. AVI PWC/DIR # 1000004202 Terms Contractual Process Billing Design Criteria / Assumptions: 1. CaadukwYJ@cbicai Vftk: All conduit Is usable and free of obstructions . Condui4 badcboxes and sleeves provided by aUbn • 110 VAC *Mote and circuits not Included ' Coro ddiing not induced, unless othomhas noted Power Supplies, surge suppressors. UPS not -rockK W She shell be accessible during scheduled work hours Sgatem Maintenance Oftrings: Shipping & Handling: Local Tax $3,494.42 Lump Sum Project Total: $112,783.00 DIR PROJECT ID # 2. Po": AN Pdcing is confidential 3. QualltyAssurance: • AN cabrg complies with EWTIA 6S8 U98 Standards • All work shall comply with apptiable Su tiding Codes • Changes to contract must be approved In w riling Ask about AVl's other comprohen" PnrenbilkV Ahh taftana and Support Sserrkes programs lntended to supplement mww%WJWs Ilmhed equipment womantles. provids ongoing technical support, prlodGaed emargsnoy site responas repairs, and perlodle system burning sessions. All of these recurring preventative ms1rft ana feakaes w9 help protect your AV system and Mancini Investment. Plesse take advantage of these programs and contact your Account Manager or AVI'e Service Group for oavenge options - ante Maintenance Paekaos: Provattative Maintenance waft, System etetua Reports, help Desk auppoA, Emergency Response Priority, User Refresh Trafdng. Extended Equipment Warranty. Labor. Free Shipping and Supplies Discowde. paymeM Perms All Projects require a mobilization fee of 30% of the overall proposed contract total in order to initiate the order. Mobilization fees are due upon Receipt. This proposal is valid for 30 days from the date appearing on the cover page. • Monthly progress invoices will be issued with net 30-day terms. • The 360' Service Plan wi0 be invoiced annually, In advance or at the date of commencement. • Freight and sales tax wail be added to Invoices based on current tax rates as required by state law on the invoice date. • Avidex reserves the right to charge for stored materials and /or equipment. • Avidex reserves the right to change a 1.5% fee for late payment of invoices. Created an Page 3 of 4 Avidex Industries, LLC Project: 3BUS-1 Printed on 02=121 20382 Hemtarla CIr. • Lake Forest, CA92630 • Phone (949) 428-033 • Fax (949) 425-6334 www.gkvldoxikv.com California Contractors License 0 981651 curComm nSCR, 4106a •.••r•.• W.. Authorixatt ni to Process - Integration Services Avldex will begin the implementation phase of this project upon receipt of the client purchase order or executed contract referring to this proposal and the mobillxation fee.l have reviewed the available post -installation 360' Service Plan offerings with my account executive. I, the client, elect to decline the 360' Service Plan offering. By checking this box, I understand that I am declining the proposed service and support coverage for my audiovisual system. Submitted by: Avidex Industries, LLC [same Client Approval: client Namam"O Internal Avidex Approval: Name Signature Signature Signature Date Date Date Each party agrees that any electronic signatures above, whether d gitel or encrypted, of the parties included in th-s Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures Dervery of an executed signature page to this Agreement by e-mail attachment, other means of electronic transmissL-n with authorization to attach It to this Agreement. or any other means of electnxhi,- transmission used to obtain an electron 2 signature shall be deemed to have the same legal effect as delivery of an original signed copy AVIDEX INDUSTRIES, LLC CwMwttal (FORM 16.2 Rev 200713.001) Project Number 38365-1 City of Palm Springs Pavilion Acoustic Upgrades CP 20-27 Created on Page 4 of 4 Printed on 91=021 Avldex Industfies, LLC Project: 3M5.1 20382 Harman Cir. a Lake Forest, CA 92830 • Phone (949) 428-5333 a Fax (949) 42848334 Aft am www.actors License Califontia CantracLors e 9 981651 . :Comm n s� . FI ■rrriisr ssxr CP 20-27, Pavilion Acoustic Upgrades August 23, 2021 pia ocneauie luost onset -- Kecommenaea Tim Type 11 conaluons # Line-11tem Topic Mobilization OTY Unit Cost Total 1 LS 1 2 SE stanVed plans for connectionspermitting LS 1 3 4 Main loudspeaker agM Outl3llloudspeakers EA EA 5 _ Subwoofers EA 6 7 _Digital signal processor Touch screen control panel EA EA 8 Multichannel loudspeaker amplifier EA 9 Dual wireless miRMhone receiver EA 10 Wireless handheld microphone transmitter Wireless belt pack m1crop hone transmitter EA 12 �13 EA 14 Beltpadc la�al m1cwphona element Dual docking rachargiog station EA EA 16 Active directional microphone antennas EA 17 18 Network switch Wall mounted swi out ul ment rack EA EA 19 quad outlets at loudspeaker array locations EA EA 20 _wer Delay loudspeakers 21 Cabling, connections, sleeving, testing for audio and power, fowl high voltage, Including power extensions. LS 1 22 23 90-dq maintenance Software license and software Implementation/setup LS 1 _ LS 1 24 25* 21P 4-hour on -site training with software interface and _equipment - - LS 1 27* 20* 29* 30* 31* 32* 33 Field Allowance - based on a roved field orders LS 1 $15,000 $15,000 Project Total Y Optional Costs Total ONLY *None: Line Items 23-32 to be filled out by bidder as part of recommendations for an optimized system for sound distribution and clarity. ATTACHMENT 2 GENERAL CONDITIONS ARTICLE 1. GENERAL PROVISIONS 1.1. BASIC DEFINITIONS 1.1.1. APPLICABLE CODE REQUIREMENTS. The term "Applicable Code Requirements" means all laws, statutes, the most recent building codes, ordinances, rules, regulations, and lawful orders of all public authorities having jurisdiction over the Agency, the DBE, any Subcontractor, the Project, the Project Site, or the prosecution of the work on the Project. 1.1.2. APPLICATION FOR PAYMENT. The term "Application For Payment" means the submittal from the DBE wherein payment for certain portions of the completed work on the Project is requested. 1.1.3. AGENCY'S REPRESENTATIVE. The term "The Agency's Representative" means the person or firm identified as the DBE's primary contact person as designated in the Contract. 1.1.4. CHANGE ORDER. The term "Change Order" means a Contract Document which authorizes one or more of change(s) to the Contract Documents as authorized by the Contract Documents. 1.1.5. CHANGE ORDER REQUEST. The term "Change Order Request" means a proposal for a Change Order submitted by the DBE to the Agency, either at the request of the Agency, or at the DBE's own initiative. 1.1.6. COMPLETION. The term "Completion" means the point at which the work on the Project has been fully completed in accordance with the Contract Documents as determined by the Agency's Representative and the DBE has delivered to, and received approval from, the Agency regarding the punchlist, and the DBE has completed the punchlist items to the satisfaction of the Agency. Completion shall not occur until DBE has left that Project Site broom clean and ready for beneficial and exclusive use by the Agency. 1.1.7. CONSTRUCTION DOCUMENTS. The term "Construction Documents" shall mean the plans and specifications prepared by the DBE for the Project, approved by the Agency. The Construction Documents shall set forth in detail all items necessary to complete the construction (other than such details customarily provided by others during construction) of the Project in accordance with the Contract Documents (subject to their completion following commencement of the Construction Phase). All amendments and modifications to the plans and specifications must be approved by the Agency in writing. A2- l 99" 91660 32671104 1 1.1.8. CONSTRUCTION DOCUMENTS PHASE. The term "Construction Documents Phase" shall mean the second of three phases of the Scope of Work and will commence with the issuance of the approval of the Schematic Design Phase. 1.1.9. CONSTRUCTION PHASE. The term "Construction Phase" shall mean the third phase of the Scope of Work and will commence with the completion and approval of the Construction Documents and issuance of a Notice to Proceed with Construction. The Construction Phase shall consist of all Construction Work, including but not limited to all mobilization and de -mobilization, site preparation, clean-up, and design and engineering work performed during the Construction Work. 1.1.10. CONSTRUCTION WORK. The term "Construction Work" shall mean that portion of the work on the Project consisting of the provision of labor, materials, furnishings, equipment and services in connection with the construction of the Project as set forth in the Contract Documents. 1.1.11. CONTRACT. The term "Contract" means the written agreement between the DBE and the Agency set forth in the Contract Documents. 1.1.12. CONTRACT DOCUMENTS. The documents list in the Contract. 1.1.13. CONTRACT SCHEDULE. The term "Contract Schedule" means the graphical representation of a practical plan, using computerized Critical Path Method scheduling, to complete the work on the Project within the Guaranteed Completion Date. 1.1.14. CRITERIA DOCUMENTS. The term "Criteria Documents" means, but is not limited to, the portions of the Contract Documents which constitute an outline of design requirements, Scope of Work, Project Program, Performance Specifications and schematic drawings. 1.1.15. DAY. The term "day," shall mean calendar day, unless otherwise specifically provided. 1.1.16. DEFECTIVE WORK. The term "Defective Work" means work that is unsatisfactory, faulty, omitted, incomplete, deficient, or does not conform to the requirements of the Contract Documents, written directives of the Agency's Representative, or the requirements of any inspection, reference standard, test, or approval specified in the Contract Documents. 1.1.17. DBE. The term the "Design -Build Entity" or the "DBE" means the person or firm identified as such in the Contract and is referred to throughout the Contract Documents as if singular in number. 1.1.18. DESIGN -BUILD ENTITY REPRESENTATIVE. The DBE Representative shall mean the person or firm identified as the primary contact person and representative of the DBE as designated in the Contract. A2-2 99999 91660 32673104 1 1.1.19. DESIGN MATERIALS. The term "Design Materials" shall mean any and all documents, shop drawings, electronic information, including computer programs and computer generated materials, data, plans, drawings, sketches, illustrations, specifications, descriptions, models and other information developed, prepared, furnished, delivered or required to be delivered by, or for, the DBE: (1) to the Agency under the Contract Documents or; (2) developed or prepared by or for the DBE specifically to discharge its duties under the Contract Documents, 1.1.20. DESIGN PROFESSIONAL. The term "Design Professional" shall mean that person identified in the Contract Documents that is licensed in the State of California and is part of or retained by the DBE. 1.1.21. DESIGN WORK. The term "Design Work" shall mean the portion of the work on the Project consisting of the design services and design deliverables required to be provided in connection with the Design of the Project as set forth in the Contract Documents. 1.1.22. DRAWINGS. The term "Drawings" means the graphic and pictorial portions of the Contract Documents showing the design, location, and dimensions of the work to be done on the Project, generally including plans, elevations, sections, details, schedules, and diagrams prepared as part of the Design Materials. The Drawings are listed in the List of Drawings. 1.1.23. EQUIPMENT MANUFACTURER. The term "Equipment Manufacturer" shall mean any Separate Contractor that fabricates and/or supplies any of the Agency's provided equipment which is installed in the Project by the DBE. 1.1.24. EXCUSABLE DELAY. The term "Excusable Delay" means a delay that may entitle the DBE to an adjustment of the Guaranteed Completion Date and/or an adjustment to the Price. 1.1.25. EXTRA WORK. The term "Extra Work" means work beyond or in addition to the work required by the Contract Documents. 1.1.28. FIELD ORDER. The term "Field Order' means a directive as described in the General Conditions. 1.1.27. GOVERNMENTAL APPROVALS. Term "Governmental Approvals" means those governmental (including agency) actions required to be obtained by the Agency and necessary for the completion of the Project. 1.1.28. GUARANTEED COMPLETION DATE. The term "Guaranteed Completion Date" also referred to as "GCD" herein, means the date by which the DBE guarantees that all work described in the Scope of Work shall be completed, as is set forth in the Contract. 1.1.29. HAZARDOUS MATERIALS. The term "Hazardous Materials" means any substance: the presence of which requires investigation or remediation under A2-3 99999 91660 32673104 1 any federal, state or local law, statute, regulation, ordinance, order, action, policy, or common law; which is or becomes defined as a "hazardous waste," "hazardous substance," pollutant, or contaminant under any federal, state or local law, statute, regulation, rule or ordinance, or amendments thereto, including, without limitations, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. ("CERCLA"), as amended, or the Resource, Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq. ("RCRA"); which is petroleum, including crude oil or any fraction thereof not otherwise designated as a "hazardous substance" under CERCLA including, without limitation, gasoline, diesel fuel, or other petroleum hydrocarbons; which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any regulatory agency or instrumentality or the United States; the presence of which on the Site causes or threatens to cause a nuisance upon the Site or to the adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Site; the presence of which on adjacent properties could constitute a trespass by the DBE or the Agency; or as defined in the California Health and Safety Code. For the purposes of this Contract, "Hazardous Materials" shall also include, but are not limited to, "Underground Storage Tanks." "Underground Storage Tank" shall have the definition assigned to that term by Section 9001 of RCRA, 42 U.S.C. Section 6991, and also shall include: any tank of one thousand one hundred (1,100) gallons or less capacity used for storing motor fuel; any tank used for storing heating oil for consumption on the premises where stored; any septic tank; and any pipes connected to the above items. 1.1.30. INEXCUSABLE DELAY. The term "Inexcusable Delay" means any delay other than an Excusable Delay. 1.1.31. LIQUIDATED DAMAGES. The term "Liquidated Damages" means the sum due by the DBE as set forth in the Design -Build Contract as damages for failure to obtain Completion by the Guaranteed Completion Date. 1.1.32. LOSSES. The term "Losses" means any and all losses, costs, liabilities, claims, damages, and expenses; provided, however, that Losses shall not mean special, indirect, consequential damages. 1.1.33. NOTICE TO PROCEED. The term "Notice to Proceed" means the written notice given by the Agency to the DBE advising that the Site is available to the DBE and directing the DBE to commence work on the Project. 1.1.34. PRICE. The term "Price" means the contract amount the Agency will pay for the completion of all work described in the Scope of Work as is set forth in Article 2 of the Contract. 1.1.35. PRODUCT DATA. The term "Product Data" means illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the DBE to illustrate or describe materials or equipment for some portion of work on the Project. A2-4 99999 91660 32671104 1 1.1.36. PROJECT. The term "Project" means the design, permitting and construction of the Pavilion Acoustic Upgrades, CP 20-27 and all related work as set forth in the Contract Documents. The final Project description and design shall be as set forth in the final Construction Documents generated by DBE and approved by the Agency. 1.1.37. PROJECT SITE. The term "Project Site" means the Project sites identified in Attachment 1 to the Contract. 1.1.38. PROPOSAL. The term "Proposal' means the proposal submitted by the DBE in response to the Request for Proposal for this Project. 1.1.39. RATE SCHEDULE. The term "Rate Schedule" means the rates for Design Work and Extra Work as set forth in Attachment 5 to the Contract. 1.1.40. REQUEST FOR PROPOSAL. The term "Request for Proposal' or "RFP" herein, means the request for proposal issued by the Agency for the Project and includes all documents, exhibits, attachments, and addenda thereto. 1.1.41. SAMPLES. The term "Samples" means physical examples that illustrate materials, equipment, or workmanship and establish standards by which the work on the Project will be judged. 1.1.42. SCHEMATIC DESIGN PHASE. The term "Schematic Design Phase" shall mean the first of three phases of the Scope of Work. 1.1.43. SCOPE OF WORK. The term "Scope of Work" means all labor, materials, and services required to be performed or provided by the DBE pursuant to the Contract Documents necessary to design, construct, and complete the Project. The Scope of Work shall include those geotechnical studies that are required for the Project. 1.1.44. SHOP DRAWINGS. The term "Shop Drawings" means drawings, diagrams, schedules, and other data specially prepared for the Project by the DBE or a Subcontractor to illustrate or describe materials or equipment for some portion of the work on the Project. 1.1.45. SPECIFICATIONS. The term "Specifications" means that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the work on the Project, and performance of related services. 1.1.46. SUBCONTRACTOR. The term "Subcontractor" means any person or firm that has a contract with the DBE or with a subcontractor of the DBE to perform a portion of the work on the Project. Unless otherwise specifically provided, the term Subcontractor includes Subcontractors of all tiers. A -5 99999 91660 32673104 1 1.1.47. SUPERINTENDENT. The term "Superintendent' means the person designated by the DBE to represent the DBE at the Project Site, in accordance with Article 3. 1.2. OWNERSHIP AND USE OF CONSTRUCTION DOCUMENTS 1.2.1. The Construction Documents and all copies thereof, furnished to, or provided by, the DBE shall be the property of the Agency. The Agency shall have, for the benefit of the Agency and for use in connection with the Project, a perpetual, royalty -free, non-exclusive license to all drawings, designs, specifications, notes and any other documentation and other work developed in the performance of this Contract for the Project. The DBE agrees to, and hereby does, grant to the Agency a perpetual, non- exclusive, royalty -free license to all such data related to the Project that the DBE may cover by copyright and to all designs in connection with the Project as to which the DBE may assert any right or establish any claim to under the patent or copyright law. The DBE, for a period up to five (5) years from the Date of Completion of the Project, agrees to furnish and to provide access to the originals or copies of all such materials immediately upon the written request of the Agency. DBE shall not be responsible or liable for any revisions to the Construction Documents made by any party other than the DBE, a party for which the DBE is legally responsible or liable, or anyone approved by the DBE. DBE and any Subcontractor shall not have or acquire any title to or ownership rights in any of the Construction Documents prepared by or bearing the seal of the Design Professional or its consultants, including electronic media editions or reuse of any such Construction Documents, other documents, or copies thereof on extensions of the Project or any other project without written consent of Agency. 1.3. INTERPRETATION OF DOCUMENTS AND ORDER OF PRECEDENCE 1.3.1. The intent of the Contract Documents is to include all necessary criteria to establish the scope and quality for completion of the work on the Project by the DBE. The Contract Documents are complementary and what is required by one shall be as binding as if required by all. Performance by the DBE shall be required to the extent consistent with, and reasonably inferable from, the Contract Documents. Clarifications and interpretations of the Contract Documents shall be issued by Agency's Representative as provided in these General Conditions. 1.3.2. In the case of conflict or inconsistency, the following order of precedence shall apply, in decreasing order of precedence: 1.3.2.1. Permits from other agencies as may be required by law 1.3.2.2. Change Orders/Modifications 1.3.2.3. Addenda 1.3.2.4. Contract 1.3.2.5. General Conditions A2-6 99999 91660',32673104 1 1.3.2.6. Criteria Documents 1.3.2.7. RFP and all addenda, attachments and appendices 1.3.2.8. DBE Proposal in response to RFP 1.3.2.9. Construction Documents prepared by DBE 1.3.2.10. Drawings prepared by DBE 1.3.2.11. Specifications prepared by DBE 1.3.3. Agency and the DBE acknowledge that the Contract Documents may differ in some respect(s) from the other documents included in the Criteria Documents upon which the DBE based its Proposal. Prior to the commencement of construction on the Project, the Parties shall confirm, in writing, the final form of the Contract Documents that are to be utilized. Specifically, once approved by Agency, the Construction Documents become a part of the Contract Documents and define the entire scope of work, so long as such documents incorporate all minimum requirements of the design criteria and performance specifications set forth in the Criteria Documents as may be amended by the Contract Documents. The DBE shall certify that the Construction Documents are in full compliance with the Contract Documents, except as noted. 1.3.4. Unless otherwise stated in the Contract Documents, technical words and abbreviations contained in the Contract Documents are used in accordance with commonly understood design professional and construction industry meanings; non- technical words and abbreviations are used in accordance with their commonly understood meanings. 1.3.5. Each and every provision of law required by law to be inserted in the Contract Documents shall be deemed to be inserted herein, and the Contract Documents shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon application of either Party the Contract shall be amended in writing to make such insertion or correction. 1.3.6. Before commencing any work on the Project, the DBE shall carefully examine all Specifications, Criteria Documents, Contract, Contract Documents and other information given to the DBE as to Project requirements. The DBE shall immediately notify the Agency's Representative of any perceived or alleged error, inconsistency, ambiguity, or lack of detail or explanation in such documents in writing. Neither the DBE nor any Subcontractor shall take advantage of any apparent error or omission which may be found in the Specifications, the Criteria Documents, the Contract, Contract Documents or other information given to DBE. If the DBE or its Subcontractors, material or equipment suppliers, or any of their officers, agents, and employees performs, permits, or causes the performance of any work under the Contract, which it knows or should have known to be in error, inconsistent, or ambiguous, or not sufficiently detailed or explained, the DBE A2-7 99999 91660 32673104 1 shall bear any and all direct costs arising therefrom including, without limitation, the cost of correction thereof without increase or adjustment to the Price or the Guaranteed Completion Date. In no case shall any Subcontractor proceed with work if uncertain without the DBE's written direction and/or approval. ARTICLE 2. AGENCY RIGHTS 2.1. THE AGENCY'S RIGHT TO STOP WORK ON THE PROJECT 2.1.1. If the DBE fails to correct Defective Work as required by the General Conditions or fails to perform the Work in accordance with the Contract Documents, the Agency or the Agency's Representative may direct the DBE to stop work on the Project, or any portion thereof, until the cause for such order has been eliminated by the DBE. The DBE shall not be entitled to any adjustment of the Guaranteed Completion Date or the Price as a result of any such order. The Agency and the Agency's Representative have no duty or responsibility to the DBE or any other party to exercise the right to stop work on the Project. 2.2. THE AGENCY'S RIGHT TO CARRY OUT WORK ON THE PROJECT 2.2.1. If the DBE fails to carry out the Scope of Work in accordance with the Contract Documents, fails to provide sufficient labor, materials, equipment, tools, and services, with respect to the Schematic Design Phase, Construction Documents Phase or Construction Phase, to maintain the Contract Schedule, or otherwise fails to comply with any material term of the Contract Documents, and fails within five (5) days after receipt of notice from the Agency to promptly commence and thereafter diligently continue to completion, the correction of such failure, the Agency may, without prejudice to other remedies the Agency may have, correct such failure at the DBE's expense. Any of the Scope of Work that is not performed by the DBE pursuant to this Article may limit or Invalidate the warranties provided under the Contract Documents. In such case, the Agency will be entitled to deduct from payments then or thereafter due the DBE the cost of correcting such failure, including reasonable compensation for the additional services and expenses of the Agency's Representative and the Agency's consultants made reasonably necessary thereby. If payments then or thereafter due the DBE are not sufficient to cover such amounts, the DBE shall pay the additional amount to the Agency. 2.3. THE AGENCY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS 2.3.1. The Agency reserve the right to award separate contracts for, or to perform with its own forces, construction or operations related to the work or other construction or operations at or affecting the Project Site, including portions of work on the Project which have been deleted by Change Order. The DBE shall cooperate with the Agency's forces and Separate Contractors. Any of the Scope of Work that is not performed by the DBE pursuant to this Article may limit or invalidate the warranties provided under the Contract Documents. 2.4. PARTIAL UTILIZATION A2-8 99999 91660\32673104 1 2.4.1. Agency reserves the right to occupy or utilize any portion of the Project at any time before Completion, and such occupancy or use shall not constitute acceptance of any part of Project covered by this Contract. This use shall not relieve the DBE of its responsibilities under the Contract. ARTICLE 3. DESIGN -BUILD ENTITY REQUIREMENTS 3.1. DESIGN -BUILD ENTITY RESPONSIBILITY; INDEPENDENT CONTRACTOR 3.1.1. The DBE shall be responsible to the Agency for acts and omissions of the DBE's employees, Subcontractors, material and equipment suppliers, and their agents, employees, invitees, and other persons performing portions of work on the Project under direct or indirect contract with the DBE or any of its Subcontractors. The Agency retains the DBE on an independent contractor basis. The DBE is not an employee, agent or representative of the Agency. The DBE represents that it is fully experienced and properly qualified to perform the class of work provided for in this Contract and that it is properly licensed, equipped, organized, and financed to perform work on the Project. DBE is solely responsible for the means and methods utilized to perform the Project. In no case shall the DBE's means and methods deviate from commonly used industry standards. The DBE shall maintain complete control over its employees and its subcontractors and shall pay all wages, salaries and other amounts due such personnel in connection with their performance as required by law. The DBE shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, and workers' compensation insurance. 3.1.2. DBE shall indemnify, hold harmless, release and defend Agency, its officials, officers, employees, agents and volunteers from and against any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind arising out of any violation of California Government Code section 1090 by DBE. DBE's indemnity obligations shall survive expiration or termination of this Contract. 3.2. REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY THE DESIGN -BUILD ENTITY; SINGLE POINT RESPONSIBILITY OF THE DESIGN - BUILD ENTITY 3.2.1. The DBE is responsible for the design and construction of the Project and shall use the highest design and engineering standards of care applicable to projects, buildings or work of similar size, complexity, quality and scope in performing work on the Project. The DBE shall be solely responsible for any and all design errors including, but without limitation, errors, inconsistencies or omissions in the Construction Documents. The DBE shall take field measurements, verify field conditions, and carefully compare with the Contract Documents such field measurements, conditions, and other information known to the DBE before commencing work on the Project. Errors, inconsistencies, or omissions discovered at any time shall be promptly reported in writing to the Agency's Representative. If the DBE performs any design and/or construction activity which it A2-9 99999 91660 32673104 1 knows, or should know, involves an error, inconsistency, or omission referred to in this Article, without notifying and obtaining the written consent of Agency's Representative, the DBE shall be responsible for the resultant losses, including, without limitation, the costs of correcting Defective Work. 3.2.2. The DBE shall be responsible for all plotting, printing, copying and distribution costs of any and all documents required in connection with work on the Project. 3.2.3. The DBE agrees that it has single point responsibility for the Design and construction of this Project, and agrees to utilize the highest standard of excellent design, engineering and construction practices. The DBE agrees that, in light of the high degree of confidence and trust that the Agency has reposed in the DBE, the DBE shall act in the Agency's best interests at all times throughout the course and performance of this Contract. 3.3. DESIGN, SUPERVISION AND CONSTRUCTION PROCEDURES 3.3.1. The DBE shall supervise, coordinate, and direct all work on the Project using the DBE's best skill and attention. The DBE shall be solely responsible for, and have control over, the entire design effort, construction means, methods, techniques, sequences, procedures, and the coordination of all portions of work on the Project, including, but without limitation, landscape and site work, utilities, and building systems. The DBE shall be responsible to Agency for acts and omissions of the DBE, its agents, employees, and Subcontractors, and their respective agents and employees. The DBE shall not be relieved of its obligation to perform all work on the Project in accordance with the Contract Documents either by acts or omissions of the Agency or the Agency's Representative in the administration of the Contract, or by tests, inspections, or approvals required, or performed, by persons or firms other than the DBE. 3.3.2. The DBE shall be responsible for inspection of all portions of work on the Project, including those portions already performed under this Contract, to determine that such portions conform to the requirements of the Contract Documents and are ready to receive subsequent work. 3.3.3. The DBE shall perform all geotechnical services required for the Scope of Work. In the performance of the geotechnical services required under this Contract, the DBE shall utilize appropriately licensed professionals. 3.3.4. The DBE is responsible for preparation of the Construction Documents for the entire Project. The DBE is responsible for construction of the entire Project as required by the Contract Documents. 3.3.5. The DBE is required to deliver to the Agency, if requested, any and all design materials including, but not limited to, calculations, preliminary drawings, construction drawings, shop drawings, electronic media data, tenant improvement documents, sketches, illustrations, specifications, descriptions, models, mockups, and other information developed, prepared, furnished, or delivered in the prosecution of the A2- t 0 99999 91660132673104 1 Design Work. The DBE shall at all times participate in, implement, and comply with the CEQA documentation prepared for the Project and provided to the DBE. 3.3.6. The DBE shall at all times maintain good discipline and order among its employees and Subcontractors. The DBE shall provide competent, fully qualified personnel to perform all Work on the Project. 3.4. LABOR AND MATERIALS; TAXES 3.4.1. Unless otherwise provided in the Contract Documents, the DBE shall provide and pay for all professional services, services, labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Scope of Work on the Project, whether temporary or permanent and whether or not incorporated or to be incorporated in work on the Project. The DBE shall pay all sales, consumer, use, income, payroll and similar taxes for the work or portions thereof provided by the DBE. 3.4.2. All materials and equipment incorporated into the work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All materials furnished by the DBE shall be of the most suitable grade for the purpose intended considering strength, ductility, durability, and best industry practice. All special warranties and guarantees required by the Contract Documents shall expressly run to the benefit of Agency. If required by Agency's Representative, DBE shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. 3.5. PERMITS, FEES, AND NOTICES 3.5.1. Except for the permits and approvals which are the express responsibility of the Agency, the DBE shall identify, prepare, submit and pay for, on behalf of the Agency, all applications, permits, approvals, government fees, licenses, and inspections necessary for the proper execution and performance of work on the Project. The DBE shall deliver to the Agency all original licenses, permits, and approvals obtained by the DBE in connection with work on the Project prior to the final payment or upon termination of the Contract, whichever is earlier. DBE shall provide Agency copies of all Governmental Approvals required to be obtained by DBE pursuant to this Contract, which Governmental Approvals shall be in full force and effect and shall not be (i) subject to any legal proceeding or any unsatisfied condition that could reasonably be expected to result in material modification or revocation to any such Governmental Approval, (ii) under appeal or (iii) subject to any appeal period available under Applicable Raw. 3.6. APPLICABLE CODE REQUIREMENTS 3.6.1. The DBE shall perform all work on the Project in accordance with the following Applicable Code Requirements and all code requirements listed in the Scope of Work: All laws, statutes, the most recent building codes, ordinances, rules, regulations, and lawful orders of all public authorities having jurisdiction over the Agency, the DBE, any Subcontractor, the Project, the Project Site, the work on the Project, or the A2-11 99999 91660\32673104 1 prosecution of the work on the Project; All requirements of any insurance company issuing insurance required hereunder; Applicable sections in the State of California Labor Code; and All Applicable Code Requirements relating to nondiscrimination, payment of prevailing wages, payroll records, apprentices, and work day. 3.6.2. All products and components outlined herein must conform to all applicable codes, standards, and rating methodologies, including but not limited to, the following: UL certification; National Electrical Code - most current version; Wind uplift requirements per the American Society of Civil Engineers Standard for Minimum Design Loads for Buildings and Other Structures (ASCE 7), and must be able to withstand design wind speeds for that location (at least 85 mph or 105 mph, as applicable (3-second gusts)); All outdoor enclosures should be at minimum rated NEMA 3R; All Occupational Health and Safety Administration (OSHA) directives; and All applicable Building Codes and Fire Codes. 3.6.3. The DBE shall comply with and give notices required by all Applicable Code Requirements, including all environmental laws and all notice requirements. The DBE shall promptly notify the Agency's Representative in writing if the DBE becomes aware during the performance of work on the Project that the Contract Documents are at variance with Applicable Code Requirements. If the DBE performs work which it knows or should have reasonably known is contrary to Applicable Code Requirements, without prior notice to the Agency and the Agency's Representative, the DBE shall be responsible for such work and any directly -resulting damages including, without limitation, the costs of correcting Defective Work. 3.7. SUPERINTENDENT 3.7.1. The DBE shall employ a competent Superintendent satisfactory to the Agency who shall be in attendance at the Project Site at all times during the performance of the Construction Work. Superintendent shall represent the DBE and communications given to, and received from, Superintendent shall be binding on the DBE. Failure to maintain a Superintendent on the Project Site at all times work on the Project is in progress shall be considered a material breach of this Contract, entitling the Agency to terminate the Contract or, alternatively, issue a stop work order until the Superintendent is on the Project Site. If, by virtue of issuance of said stop work order, the DBE fails to complete the Contract on time, the DBE may be assessed Liquidated Damages in accordance with the Contract. 3.7.2. Any changes to the assignment of the Superintendent shall receive prior written approval from the Agency. The Superintendent may not perform the work of any trade, pick up materials, or perform any work not directly related to the supervision and coordination of the Construction Work at the Project Site when work is in progress. In addition, the DBE will provide all key personnel identified in the Contract for the time periods stipulated. 3.8. PROJECT STAFFING A2-12 99999 9166002673104 1 3.8.1. The DBE and each Subcontractor shall: furnish a competent and adequate staff as necessary for the proper administration, coordination, supervision, and superintendence of its portion of the work on the Project; organize the procurement of all materials and equipment so that the materials and equipment will be available at the time they are needed for the work; and keep an adequate force of skilled and fit workers on the job to complete all work on the Project in accordance with all requirements of the Contract. 3.8.2. Agency shall have the right, but not the obligation, to require the removal from the Project of the DBE's Representative, or any other superintendent, staff member, agent, or employee of any contractor, Subcontractor, material or equipment supplier, or any other entity working on the Project. Removal may be required for any reason designated by Agency, including but not limited to, failure or refusal to perform Work on the Project in a manner acceptable to Agency, uncooperative or incompetent performance on the Project, threatening the adequate or timely completion of the Project, or threatening the safety of persons or property. 3.9. HAZARDOUS MATERIALS 3.9.1. The DBE shall have no responsibility for detection, abatement, remediation, removal or disposal of any Hazardous Material, except Hazardous Materials introduced onto the Project Site by the DBE, its employees, subcontractors, agents, or other parties acting on behalf of the DBE. In the event that the DBE becomes aware of the presence of, or exposure of persons to, any Hazardous Material at the Project Site, the DBE shall inform Agency by notice immediately. Notwithstanding anything to the contrary herein, the DBE shall not be responsible for, and the Agency shall bear full responsibility and remediation costs relating to any Hazardous Materials uncovered, removed or disturbed by the DBE on the Project Site resulting from the DBE's performance of the work hereunder, except Hazardous Materials introduced onto the Project Site by the DBE, its employees, subcontractors, agents, or other parties acting on behalf of the DBE. The Agency shall not be responsible for, and the DBE shall bear full responsibility and remediation costs relating to any Hazardous Materials introduced onto the Project Site by the DBE, its employees, subcontractors, agents, or other parties acting on behalf of the DBE. 3.9.2. The DBE hereby specifically agrees to indemnify, defend and hold the Agency, its present and future directors, officers, employees, agents, representatives, successors and assigns harmless from and against any and all losses, liabilities, claims, demands, damages, causes of action, fines, penalties, costs and expenses (including, but not limited to, all reasonable consulting, engineering, attorneys' or other professional fees), that they may incur or suffer by reason of: (a) the existence, uncovering or unveiling, or any release by the Agency or DBE of, a Hazardous Material introduced onto the Project Site by the DBE, its employees, subcontractors, agents, or other parties acting on behalf of the DBE; (b) any enforcement or compliance proceeding commenced by or in the name of any governmental authority because of the presence on the Project Site of Hazardous Materials introduced onto the Project Site by the DBE, its employees, subcontractors, agents, or other parties acting on behalf of the DBE; and (c) any action reasonably A2-13 99999 91660%32673104 1 necessary to abate, remediate or prevent a violation or threatened violation of any Hazardous Material laws by the DBE. 3.10. COMPLIANCE WITH STATE STORMWATER PERMIT FOR CONSTRUCTION 3.10.1. Storm, surface, ground, nuisance, or other waters may be encountered at various times during the Work. DBE hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Proposal accordingly, and assumes any and all risks and liabilities arising therefrom. DBE shall keep itself and all Subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Project including, without limitation, all applicable provisions of the Agency's ordinances regulating discharges of storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. 3.10.2. The DBE shall be required to comply with all conditions of the State Water Resources Control Board National Pollutant Discharge Elimination System General Permit for Waste Discharge Requirements for Discharges of Stormwater Runoff Associated with Construction Activity ("Permit") for all construction activity which results in the disturbance of in excess of one acre of total land area or which is part of a larger common area of development or sale. The DBE shall be responsible for filing the Notice of Intent and for obtaining the Permit. If applicable, the DBE shall be solely responsible for preparing and implementing a Stormwater Pollution Prevention Plan ("SWPPP") prior to initiating work on the Project. It shall be the DBE's responsibility to evaluate the cost of procuring the Permit and preparing the SWPPP as well as complying with the SWPPP and any necessary revision to the SWPPP to address storm water impacts. The DBE shall comply with all requirements of the State Water Resources Control Board. The DBE shall include all costs of compliance with specified requirements in the Price. 3.10.3. For those Sites where construction activity results in the disturbance of less than one acre of total land area and/or do not need coverage under the Permit, the DBE shall be responsible for preparing and implementing an Erosion and Sediment Control Plan in accordance with California Regional Water Quality Control Board Order No. R8-2009-0030, Order No. R9-2013-0001 as amended by Order Nos. R9-2015-0001 and R9-2015-0100 and any amendment or renewal thereof. 3.10.4. The DBE shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, monitoring and reporting requirements as required by the Permit. The DBE shall provide copies of all reports and monitoring information to the Agency's Representative. The DBE shall comply with the lawful requirements of any applicable municipality, the County, drainage authority, and other local agencies regarding discharges of storm water to separate storm drain system or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs. A2-14 99999 91660 32673104 1 3.10.5. Failure to comply with laws, regulations, and ordinances listed in this Article is a violation of federal and state law. Notwithstanding any other indemnity contained in this Contract, DBE agrees to indemnify and hold harmless the Agency, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the Agency, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Project, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the Agency, its officials, officers, agents, employees or authorized volunteers. Agency reserves the right to defend any enforcement action or civil action brought against the Agency for DBE's failure to comply with any applicable water quality law, regulation, or policy. DBE hereby agrees to be bound by, and to reimburse the Agency for the costs associated with, any enforcement action and/or settlement reached between the Agency and any relevant enforcement entity. 3.11. DUST CONTROL; AIR POLLUTION 3.11.1. DBE, at its expense, shall maintain all excavations, embankments, haul roads, permanent access rods, plant sites, waste disposal areas, borrow areas, and all other work areas free from dust. Industry accepted methods of dust control suitable for the area involved, such as sprinkling, chemical treatment, light bituminous treatment or similar methods, will be permitted. 3.11.2. DBE shall not discharge into the atmosphere from any source whatever smoke, dust, or other air contaminants in violation of the laws, rules, and regulations of the governmental entities having jurisdiction. 3.12. CONSTRUCTION DOCUMENTS; GEOTECHNICAL 3.12.1. Construction Documents 3.12.1.1. Upon receipt of the Notice to Proceed, the DBE shall instruct the Design Professional to commence the design and the preparation of the Construction Documents utilizing the Criteria Documents to assist in scoping the Project, though responsibility for the Construction Documents shall rest solely with the DBE. The Construction Documents shall provide information customarily necessary in documents for projects of similar size, complexity, and quality. The Construction Documents shall include all information required by the building trades to complete the construction of the Project, other than such details customarily developed by others during construction. The Construction Documents for hazardous and/or toxic abatement efforts and demolition activity shall be of sufficient clarity and shall be fully detailed when submitted to the Agency for review. 3.12.1.2. Agency's review of the Construction Documents shall be conducted in accordance with the approved Contract Schedule with procedures set forth in the Contract Documents. Such review shall not relieve the DBE from its responsibilities under the Contract. Such review shall not be deemed an approval or waiver by Agency A2-15 99999 91660 326731114 1 of any deviation from, or of the DBE's failure to comply with, any provision or requirement of the Contract Documents, unless such deviation or failure has been identified as such in writing in the Document submitted by the DBE and approved by Agency. 3.12.2. Geotechnical and Survey 3.12.2.1. If provided, the Design Work shall be consistent with the findings and recommendations of the geotechnical report, legal description and project survey. The DBE shall verify the location and depth (elevation) of all existing utilities and services before performing any excavation work. Any additional tests, borings, etc. necessary to support the Construction Documents shall be the responsibility of the DBE. 3.13. GUARANTEE 3.13.1. The DBE unconditionally guarantees all work on the Project will be completed in accordance with the requirements of the Contract Documents, and will remain free of defects in workmanship and materials for a period of one (1) year from the date of Final Completion. The DBE shall repair or replace any and all work, together with any adjacent work that may have been damaged or displaced, which was not in accordance with the requirements of the Contract Documents, or that may be defective in its workmanship or material within the guarantee period specified in the Contract Documents, without any expense whatsoever to the Agency; ordinary wear and tear and abuse excepted. 3,13.2. The DBE further agrees, within fourteen (14) days, or as such shorter period as may be designated for emergency repairs, after being notified in writing by the Agency, of any work not in accordance with the requirements of the Contract Documents or any defects in the work on the Project, that the DBE shall commence and execute, with due diligence, all work necessary to fulfill the terms of the guarantee. If the Agency finds that the DBE fails to perform any of the work under the guarantee, the Agency may elect to have the work completed at the DBE's expense and the DBE will pay costs of the work upon demand. Any of the Scope of Work that is not performed by the DBE pursuant to this Article may limit or invalidate the warranties provided under the Contract Documents. The Agency will be entitled to all costs, including reasonable attorneys' fees and consultants' expenses necessarily incurred upon the DBE's refusal to pay the above costs. 3.13.3. Notwithstanding the foregoing Article, in the event of an emergency constituting an immediate hazard to health or safety of the Agency employees, property, or licensees, the Agency may undertake, at the DBE's expense and without prior notice, all work necessary to correct such condition(s) when it is caused by work of the DBE not being in accordance with the requirements of the Contract Documents. 3.14. WARRANTY 3.14.1. The DBE warrants to the Agency that all Design Work will be performed in accordance with the highest professional standards and degree of care A2-16 99999 91660132673104 applicable to those design professionals who specialize in designing and providing services for projects of the type, scope, quality and complexity of the Project utilizing the Design -Build contracting model. The DBE warrants to the Agency that all labor, materials, equipment and furnishings used in, or incorporated into, the Construction Work will be of good quality, new (unless otherwise required or permitted by the Contract Documents), and all work will be free of liens, claims and security interests of third parties; that the work will be of the highest quality and free from defects and that all work will conform with the requirements of the Contract Documents. If required by the Agency's Representative, the DBE shall furnish satisfactory evidence of compliance with this warranty. Further, the type, quality and quantum of such evidence shall be within the sole discretion of the Agency's Representative. 3.14.2. At or prior to the Contract execution, the DBE shall provide the applicable warranties for all Project equipment to the Agency for review. Upon completion of the Project, DBE shall provide Agency with all warranty documentation and shall assist the Agency in completing any warranty or submittal forms which are required in order to effectuate coverage of the warranties required herein and all that may otherwise be available to the Agency. All work performed by DBE must not render void, violate, or otherwise jeopardize any preexisting Agency facility or building warranties. 3.15. SCHEDULES REQUIRED OF THE DESIGN -BUILD ENTITY 3.15.1. Within ten (10) days of execution of the Contract, and prior to performing any work, DBE shall prepare a Contract Schedule using computerized Critical Path Method (CPM) scheduling and shall submit it for the Agency's review. The receipt or review of any schedules by the Agency shall not in any way relieve the DBE of its obligations under the Contract Documents, nor shall it modify the Guaranteed Completion Date. The DBE is fully responsible to determine and provide for any and all staffing and resources at levels which allow for the required quality and timely completion of the Project. DBE's failure to incorporate all elements of the Project or any inaccuracy in the Contract Schedule shall not excuse the DBE from timely performing all of the required work. If the initial Contract Schedule is not received by the time the first payment under the Contract is due, DBE shall not be paid until the Contract Schedule is received, reviewed and accepted by the Agency. 3.15.2. The Contract Schedule shall allow enough time for inclement weather. The Contract Schedule shall indicate the beginning and completion dates of all phases of design and construction; critical path for all critical, sequential time related activities; and "float time" for all "slack" or "gaps" in the non -critical activities. The Contract Schedule shall clearly state the number of staff to be used on each daily segment of the Work. Schedules indicating early or late completion shall not modify or have any effect on the Guaranteed Completion Date, regardless of whether the schedules are reviewed and/or accepted by the Agency. For purposes of determining damages for delay, the Guaranteed Completion Date shall control and may only be altered by a duly authorized Change Order. 3.15.3. The DBE shall continuously update the Contract Schedule. The DBE shall submit an updated and accurate Contract Schedule to the Agency A2-17 99999 91660%32673104 1 whenever requested to do so by Agency and with each progress payment request. The Agency may withhold progress payments or other amounts due under the Contract Documents if DBE fails to submit an updated and accurate construction schedule. Upon the Agency's request, DBE shall submit any schedules or updates to the Agency in the native electronic format of the software used to create the schedule. 3.15.4. Failure of the Agency's Representative to discover errors or omissions in schedules that it has reviewed, or to inform the DBE that the DBE, Subcontractors, or others are behind schedule, or to direct or enforce procedures for complying with the Contract Schedule shall not relieve the DBE from its sole responsibility to perform and complete all work on the Project within the Guaranteed Completion Date and shall not be a cause for an adjustment of the Guaranteed Completion Date or the Price. The DBE shall perform all work on the Project in accordance with the current accepted Contract Schedule. 3.16. AS -BUILT DOCUMENTS 3.16.1. The DBE shall maintain one (1) set of As -Built drawings and specifications ("As -Built Documents"), which shall be kept up to date during the work of the Contract. All changes which are incorporated into the work on the Project which differ from the Contract Documents as drawn and written and approved shall be noted on the As -Built Documents. Notations shall reflect the actual materials, equipment and installation methods used for the work on the Project and each revision shall be initialed and dated by the Superintendent. Prior to filing of the Notice of Completion, each drawing and the specification cover shall be signed by the DBE and dated, attesting to the completeness of the information noted therein. As -Built Documents shall be turned over to the Agency's Representative. 3.17. DOCUMENTS AND SAMPLES AT PROJECT SITE 3.17.1. The DBE shall maintain the following at the Project Site: One current copy of the Contract Documents (including Construction Documents), in good order and marked to record current changes and selections made during construction; One copy of the prevailing wage rates applicable to the Project; The current accepted Contract Schedule; Shop Drawings, Product Data, and Samples; One current copy of As built Documents; and All other required submittals. These shall be available to the Agency's Representative and shall be delivered to the Agency's Representative for submittal to the Agency upon the earlier of Final Completion or termination of the Contract. 3.18. SHOP DRAWINGS, PRODUCT DATA, AND SAMPLES 3.18.1. Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate, for those portions of work on the Project for which submittals are required, how the DBE proposes to conform to the information given and the Design concept expressed in the Contract Documents. The DBE shall coordinate all submittals and review them for accuracy, completeness, and compliance with the requirements of the Contract Documents and the A2-18 99999 91660%32673104 1 DBE's Construction Documents and shall indicate its approval thereon as evidence of such coordination and review. Wherever the name or brand of manufacturer or an article is listed in the Contract Documents, it is to be used in work on the Project as the standard. Any variation in quality must be approved by the Agency. 3.18.2. The DBE shall review, approve, and submit to the Agency's Representative Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the work on the Project or in the activities of the Agency or of separate contractors. Submittals made by the DBE that are not required by the Contract Documents may be returned without action by the Agency's Representative. 3.18.3. The DBE shall perform no portion of the work requiring submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the respective submittal has been reviewed by the Agency's Representative and no exceptions have been taken by the Agency's Representative. Such work shall be in accordance with approved submittals and the Contract Documents. The Agency shall provide review and respond to all such submittals within ten (10) working days. 3.18.4. By approving and submitting Shop Drawings, Product Data, Samples, and similar submittals, the DBE represents that it has determined or verified materials and field measurements and conditions related thereto, and that it has checked and coordinated the information contained within such submittals with the requirements of the Contract Documents and Shop Drawings for related work. 3.18.5. If the DBE discovers any conflicts, omissions, or errors in Shop Drawings or other submittals, the DBE shall notify the Agency's Representative and receive instruction before proceeding with the affected work. The DBE shall be responsible to correct to the satisfaction of the Agency, any conflicts, omissions, or errors in Shop Drawings or other submittals. 3.18.6. The DBE shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Agency's Representative's review of Shop Drawings, Product Data, Samples, or similar submittals, unless the DBE has specifically informed the Agency's Representative in writing of such deviation at the time of submittal and the Agency's Representative has given written approval of the specific deviation. The DBE shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Agency's Representative's review, acceptance, comment, or approval thereof. 3.18.7. The DBE shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Agency's Representative on previous submittals. 3.18.8. The Agency will review the first resubmittal of Shop Drawing at its cost. The Agency reserves the right to reduce the Price by Change Order for its cost for any subsequent reviews of Shop Drawing resubmittals. A2-19 99999 91660 32673104 1 3.18.9. Materials and equipment incorporated in the work on the Project shall match the approved samples within tolerances appropriate to the items, and as may be described in the Contract Documents. 3.19. USE OF SITE AND CLEAN UP 3.19.1. The DBE shall, during performance of work on the Project, keep the Project Site and surrounding area free from the accumulation of excess dirt, waste materials, and rubbish caused by the DBE. The DBE shall remove all excess dirt, waste material, and rubbish caused by the DBE; tools; equipment; machinery; and surplus materials from the Project Site and surrounding area at the completion of the Project. M�' IW-Tolei *114 1161W91:1:1 3.20.1. The Agency, the Agency's Representative, their consultants, and other persons authorized by the Agency will at all times have access to the work on the Project wherever it is in preparation or progress. The DBE shall provide safe and proper facilities for such access and for inspection. 3.21. ROYALTIES AND PATENTS 3.21.1. The DBE shall pay all royalties and license fees required for the performance of work on the Project. The DBE shall defend suits or claims resulting from the DBE's or any Subcontractor's infringement of patent rights and shall Indemnify the Agency and the Agency's Representative from Losses on account thereof. KlWWO181►Eel=09=(BZO]:iliZ1N►1611AiEel@]►1a]II1WZM 3,22.1. Except and only to the extent provided otherwise in Articles 6 and 7, by signing the Contract, the DBE agrees: 3.22.1.1. To bear the risk of concealed or unknown conditions, if any, which may be encountered in performing the Contract, as described in the Contract Documents, and/or can reasonably be inferred by the DBE based on its experience and expertise: and 3.22.1.2. That the DBE's Price for the Contract was made with full knowledge of this risk. In agreeing to bear the risk of concealed or unknown conditions, the DBE understands that, except and only to the extent provided otherwise in Articles 6 and 7, concealed and/or unknown conditions shall not excuse the DBE from its obligation to achieve full completion of the Project within the Guaranteed Completion Date, and shall not entitle the DBE to an adjustment of the Price. 3,22.2. If concealed or unknown conditions are encountered which require, in the opinion of Agency's Representative, design details which differ from those A2-20 99999 91660 32673104 1 details shown in the Criteria Documents and Agency's Representative finds that such revised design details will cause an increase or decrease in the cost of, or the time required for performance of the Contract, and if Agency agrees with Agency's Representative's determinations, Agency will issue a Change Order modifying the Contract to provide for the change in design details and to provide for an adjustment in the Price and/or Guaranteed Completion Date pursuant to Articles 6 and 7 following receipt of a Change Order Request. 3.22.3. If the DBE encounters concealed or unknown conditions that differ materially from those anticipated or expected, the DBE shall notify Agency's Representative within three (3) days in writing of such conditions so that Agency's Representative can determine if such conditions require design details which differ from those design details shown in the Criteria Documents. DBE shall be liable to Agency for any extra costs incurred as a result of the DBE's failure to give such notice. DBE's failure to give such notice shall constitute a waiver by DBE of any additional compensation. 3.23. LIABILITY FOR AND REPAIR OF DAMAGED WORK 3.23.1. DBE shall be liable for any and all damages and losses to the Project (whether by fire, theft, vandalism, earthquake, flood or otherwise) prior to Agency's acceptance of the Project as fully completed. ARTICLE 4. ADMINISTRATION OF THE CONTRACT 4.1. ADMINISTRATION OF THE CONTRACT BY THE AGENCY'S REPRESENTATIVE 4.1.1. Agency's Representative shall have the right to review the DBE's work at such intervals as deemed appropriate by Agency's Representative. However, no actions taken during such review or site visit by Agency's Representative shall relieve the DBE of any of its obligations of single point responsibility for the design and construction of this Project nor form the basis for a Claim if such actions extend beyond the Guaranteed Completion Date. 4.1.2. Agency's Representative will not have control over, will not be in charge of, and will not be responsible for design or construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work on the Project, since these are solely the DBE's responsibility. 4.1.3. Except as otherwise provided in the Contract Documents or when direct communications have been specifically authorized, Agency and the DBE shall communicate through Agency's Representative. Communications by the DBE with Agency's consultants and Agency's Representative's consultants shall be through Agency's Representative. Communications by Agency and Agency's Representative with Subcontractors will be through the DBE. Communications by the DBE and Subcontractors with Separate Contractors shall be through Agency's Representative. The DBE shall not rely on oral or other non -written communications. A2-21 99999 91660-32673104 1 4.1.4. Based on the Agency's Representative's Project Site visits, review of Design Work, and evaluations of the DBE's Applications For Payment, the Agency's Representative will recommend amounts, if any, due the DBE and will issue Certificates for Payment in such amounts. The Agency's Representative will have the authority to conduct inspections and to determine Completion; will receive for review and approval any records, written warranties, and related documents required by the Contract Documents and assembled by the DBE; and will issue a final Application For Payment upon the DBE's compliance with the requirements of the Contract Documents. 4.1.5. The Agency's Representative shall have the authority to reject work on the Project, or any portion thereof, which does not conform to the Contract Documents. Agency's Representative will have the authority to stop Work on the Project, or any portion thereof. Whenever Agency's Representative considers it necessary, or advisable, for implementation of the intent of the Contract Documents, Agency's Representative will have the authority to require additional inspection or testing of the Work on the Project in accordance with the Contract Documents, whether or not such Work is fabricated, installed, or completed. However, no authority of Agency's Representative conferred by the Contract Documents nor any decision made in good faith either to exercise, or to not exercise such authority, will give rise to a duty or responsibility of Agency or Agency's Representative to the DBE, or any person or entity claiming under, or through, the DBE. 4.1.6. The Agency's Representative will be, in the first instance, the interpreter of the requirements of the Contract Documents and the judge of performance thereunder by the DBE. Should the DBE discover any conflicts, omissions, or errors in the Construction Documents or the Contract Documents; have any questions about the interpretation or clarification of the Contract Documents; question whether work is within the scope of the Contract Documents; then, before proceeding with the work affected, the DBE shall notify the Agency's Representative in writing and request interpretation, or clarification. The Agency's Representative's response to questions and requests for interpretations, clarifications, instructions, or decisions will be made with reasonable promptness. Should the DBE proceed with the work affected before receipt of a response from the Agency's Representative, any portion of the work on the Project which is not done in accordance with the Agency's Representative's interpretations, clarifications, instructions, or decisions shall be removed or replaced and the DBE shall be responsible for all resultant losses. 4.2. CLAIMS; DISPUTE AVOIDANCE AND RESOLUTION 4.2.1. DBE shall timely comply with any and all requirement of the Contract Documents pertaining to notices and requests for changes to the Price and/or Guaranteed Completion Date, as a prerequisite to filing any Claim governed by this Article. The failure to timely submit a notice of delay or notice of change, or to timely submit a Chang Order Request, or to timely provide any other notice or request required herein shall constitute a waiver of the right to further pursue the Claim under the Contract or at law. 4.2.2. Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non- A2-22 99999 91660\32673104 1 binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Article is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Article shall be construed to be consistent with all applicable law, including but not limited to these statutes. 4.2.3. Claims. For purposes of this Article, "Claim" means a separate demand by the DBE for (1) a time extension, including without limitation relief from damages or penalties for delay assessed by Agency, (2) payment of money or damages arising from Work done by or on behalf of the DBE and payment of which is not otherwise expressly provided for or the DBE is not otherwise entitled, or (3) payment of an amount which is disputed by Agency. A "Claim" does not include any demand for payment for which the DBE has failed to provide notice, submit a Change Order Request, or otherwise failed to follow any procedures contained in the Contract Documents. 4.2.4. Filing Claims. Claims governed by this Article may not be filed unless and until the DBE completes any and all requirements of the Contract Documents pertaining to notices and requests for changes to the Price and/or Guaranteed Completion Date, and DBE's request for a change has been denied in whole or in part. Claims governed by this Article must be filed no later than thirty (30) Days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the Agency and shall include on its first page the following words in 16 point capital font: "THIS IS A CLAIM." The Claim shall include all information and documents necessary to substantiate the Claim, including but not limited to those identified below. Nothing in this Article is intended to extend the time limit or supersede notice requirements otherwise provided by Contract Documents. Failure to follow such contractual requirements shall bar any Claims or subsequent proceedings for compensation or payment thereon. 4.2.5. Documentation. The DBE will submit the claim justification in the following format: 4.2.5.1. Summary description of Claim including basis of entitlement, merit and amount of time or money requested, with specific reference to the Contract Document provisions pursuant to which the Claim is made 4.2.5.2. List of documents relating to the Claim: Specifications; Drawings; Clarifications (Requests for Information); Schedules; and Other 4.2.5.3. Chronology of events and correspondence 4.2.5.4. Narrative analysis of Claim merit 4.2.5.5. Analysis of Claim cost, including calculations and supporting documents A2-23 99999 91660 32673104 1 4.2.5.6. Time impact analysis in the form required by the Contract Documents or, if the Contract Documents do not require a particular format, CPM format, if an adjustment of the Contract Time is requested 4.2.5.7. Cover letter and certification of validity of the Claim 4.2.6. Agency Response to Claim. Upon receipt of a Claim pursuant to this Article, Agency shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days of receipt of the Claim, or as extended by mutual agreement, shall provide a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after Agency issues its written response. 4.2.6.1. If Agency needs approval from its governing body to provide DBE a written statement as set forth above, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim, Agency shall have up to three (3) days following the next publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide DBE a written statement identifying the disputed portion and the undisputed portion of the Claim. 4.2.6.2. Agency may request, in writing, within 30 days of receipt of the claim, any additional documentation supporting the Claim or relating to defenses or Claims Agency may have. If additional information is needed thereafter, it shall be provided upon mutual agreement of the Agency and the DBE. Agency's written response shall be submitted 30 days (15 days if the Claim is less than $50,000) after receiving the additional documentation, or within the same period of time taken by the DBE to produce the additional information, whichever is greater. 4.2.7. Meet and Confer Conference. If the DBE disputes Agency's response, or if Agency fails to respond within the statutory time period(s), the DBE may so notify Agency, in writing, within 15 days of the receipt of the response or the failure to respond, and demand an informal conference to meet and confer for settlement of those portions of the Claim that remain in dispute. Upon such demand, Agency shall schedule a meet and confer conference within 30 Days. 4.2.8. Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the Agency shall provide the DBE a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after the Agency issues its written statement. Any disputed portion of the Claim, as identified by the DBE in writing, shall be submitted to nonbinding mediation, with the Agency and the DBE sharing the associated costs equally. The public entity and DBE shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the Parties agree to select a mediator at a later time. A2-24 99999 91660'32673104 1 4.2.8.1. If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. 4.2.8.2. For purposes of this Article, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Article. 4.2.8.3. Unless otherwise agreed to by the Agency and the DBE in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. 4.2.8.4. The mediation shall be held no earlier than the date the DBE completes the Work or the date that the DBE last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed. 4.2.9. Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the DBE must file a Claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For purposes of those provisions, the running of the period of time within which a Claim must be filed shall be tolled from the time the DBE submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference. 4.2.10. Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less: 4.2.10.1. Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non -binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of this Contract. The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court. 4.2.10.2. If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought A2-25 99999 91660 32673104 1 under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any Party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney's fees on appeal of the other Party. 4.2.11. Government Code Claim Procedures. 4.2.11.1. This Article does not apply to tort claims and nothing in this Article is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code. 4.2.11.2. In addition to any and all requirements of the Contract Documents pertaining to notices of and requests for adjustment to the Contract Time, Contract Price, or compensation or payment for Extra Work, disputed work, construction claims and/or changed conditions, the DBE must comply with the claim procedures set forth in Government Code Section 900, et seq. prior to filing any lawsuit against the Agency. 4.2.11.3. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Price and/or Guaranteed Completion Date, disputed Extra Work, construction claims, and/or changed conditions have been followed by DBE. If DBE does not comply with the Government Code claim procedure or the prerequisite contractual requirements, DBE may not file any action against the Agency. 4.2.11.4. A Government Code claim must be filed no earlier than the date the Work is completed or the date the DBE last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to DBE or that should reasonably by known to DBE excepting only new unrelated Claims that arise after the Government Code claim is submitted. 4.2.12. Non -Waiver. The Agency's failure to respond to a Claim from the DBE within the time periods described in this Article or to otherwise meet the time requirements of this Article shall result in the Claim being deemed rejected in its entirety, and shall not constitute a waiver of any rights under this Article. 4.2.13. Litigation. Any claims, disputes, or controversies between the Parties arising out of or related to the Contract, which have not been resolved in accordance with the procedures set forth herein shall be resolved in a court of competent jurisdiction. 4.2.14. Duty to Continue Performance. Unless provided to the contrary in the Contract Documents, DBE shall continue to perform the Work and Agency A2-26 99999 91660\32673 1 - 4 1 shall continue to satisfy its payment obligations to DBE, pending the final resolution of any dispute or disagreement between DBE and Agency. ARTICLE 5. SUBCONTRACTORS 5.1. SUBCONTRACTOR RELATIONS 5.1.1. All Subcontractors shall be retained in accordance with the Subletting and Subcontracting Fair Practices Act (Public Contract Code Section 4100 of seq.). The DBE shall not, without the consent of Agency: substitute any person or entity as a Subcontractor in place of the Subcontractor designated in the Proposal; or permit any such Subcontractor to be assigned or transferred, or allow it to be performed by any person or entity other than the original Subcontractor listed in the Proposal. Any assignment or substitution made without the prior written consent of the awarding authority or not in compliance with the Subletting and Subcontracting Fair Practices Act shall be void, and the assignees shall acquire no rights in the Contract. Any consent, if given, shall not relieve the DBE or its Subcontractors from their obligations under the terms of the Contract. All requests by the DBE for substitution will be handled through Agency's Representative. 5.1.2. Any part of the work on the Project performed for the DBE by a Subcontractor shall be pursuant to a written subcontract. Each such subcontract shall require the Subcontractor, to the extent of the work to be performed by the Subcontractor, to be bound to the DBE by the terms of the Contract Documents, to assume toward the DBE all the obligations and responsibilities which the DBE assumes towards the Agency by the Contract Documents, and to perform such portion of the work on the Project in accordance with the Contract Documents. Each such subcontract shall preserve and protect the rights of the Agency under the Contract Documents, with respect to the work to be performed by Subcontractor, so that subcontracting thereof will not prejudice such rights. The DBE is responsible for reviewing and coordinating the Work of and among his Subcontractors and Design Professionals. This review and coordination includes, but is not limited to, resolution of any inconsistencies, errors or omissions. ARTICLE 6. CHANGES IN PRICE; CHANGE IN CONTRACT TIME 6.1. CONTRACT CHANGE ORDERS 6.1.1. Agency, without invalidating the Contract, may order changes in the work consisting of additions, deletions or other revisions, and the Price and/or Guaranteed Completion Date shall be adjusted accordingly. All such changes in the work shall be authorized by written Change Order and shall be performed under the applicable conditions of the Contract Documents. A Change Order signed by the DBE indicates the DBE's agreement therewith, including any adjustment in the Price and/or Guaranteed Completion, and the full and final settlement of all costs (direct, indirect and overhead) related to the work authorized by the Change Order. No changes in the work covered by this Contract shall exonerate any surety or any bond given in connection with this Contract. No dispute, disagreement or failure of the Parties to reach agreement on the terms of a Change Order shall relieve the DBE from the obligation to proceed with A2-27 99999 91660\32671104 1 performance of the changed work, including Extra Work, promptly and expeditiously. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract Documents, and shall be subject to all terms, conditions and provisions of the original Contract Documents. 6.1.2. DBE shall promptly execute changes in the work as directed in writing by Agency even when the Parties have not reached agreement on whether the change increases the scope of work or affects the Price and/or Guaranteed Completion Date, if any. All claims for additional compensation to the DBE shall be presented in writing. No claim will be considered after the work in question has been done unless a written Change Order has been issued or a timely written notice of claim has been made by DBE. DBE shall not be entitled to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of work to be done. 6.2. CONTRACT CHANGE ORDER PROCEDURES 6.2.1. Agency Directive 6.2.1.1. The Agency may direct changes in the work by delivering a written work directive. To the extent the work directive results in a change to the Price and/or Guaranteed Completion Date, DBE must timely submit a Change Order Request and comply with all Change Order procedures in accordance with this Article. Notwithstanding issuance of a work directive, DBE's failure to timely submit a Change Order Request shall constitute a waiver by DBE of any adjustment to the Price and/or Guaranteed Completion Date for work performed under the directive. The Agency shall not be liable to DBE for work performed or omitted by DBE in reliance on verbal orders. 6.2.1.2. The Agency shall have the right to order changes in the work to be performed promptly by the DBE on a time and materials basis or to issue a unilateral Change Order setting forth the Agency's determination of the reasonable additions or savings in the Price and change to the Guaranteed Completion Date. 6.2.2. Design -Build Entity Change Order Requests 6.2.2.1. The DBE may request changes to the Price and/or Guaranteed Completion Date for Agency directed changes in the work or for Extra Work or Excusable Delays to completion of the Project caused by the acts, errors, or omissions of the Agency, or caused by unforeseen conditions if, and only if, the DBE follows the procedures specified in this Article. A Change Order Request must state that it is a Change Order Request, state and justify the reason for the request, and specify the amount of any requested adjustment to the Price and/or Guaranteed Completion Date, if any. 6.2.2.2. If DBE intends to initiate a Change Order Request, then DBE shall provide the Agency with written notice of the underlying facts and circumstances that give rise to the proposed change. DBE shall submit the notice of A2-28 99999 916601.32673104 1 change/delay prior to performance of the work and no later than five (5) days after the Agency's work directive or DBE discovers the circumstances causing the need for the Change Order. A Change Order Request will only be deemed timely submitted if it is submitted prior to incurring any expense and within fourteen (14) days from DBE's notice of change/delay. 6.2.2.3. The Change Order Request shall include all of the following information (unless inapplicable to the change): A detailed description of the circumstances giving rise to the request; A complete itemized cost proposal, including itemized pricing for first tier Subcontractors; Supporting documentation for all costs; A time impact analysis showing the impact of the delay to the critical path to completion; If any added costs or information cannot be determined at the time of the Change Order Request, the reason the costs or information cannot be determined at the time; and Certification to the accuracy of the Change Order Request under penalty of perjury. The time impact analysis shall be in the critical path method format and shall show the sequencing of all critical and non -critical new activities and/or activity revisions affected by the delay, with logic ties to all affected existing activities noted on the schedule. The Agency may demand, and DBE shall provide, any additional information supporting the Change Order Request, including but not limited to native electronic format version of schedules and time impact analyses. DBE shall provide the requested additional information within five (5) days of the request. 6.2.2.4. If the Agency denies the Change Order Request or disagrees with the proposal submitted by DBE, it will notify the DBE, and the Agency will provide its opinion of the appropriate the change to the Price and/or Guaranteed Completion Date. If no agreement can be reached, the Agency shall have the right to order the work performed on a time and materials basis or to issue a unilateral Change Order setting forth the Agency's determination of the reasonable additions or savings in the Price and change to the Guaranteed Completion Date, if any. The Agency's determination shall become final and binding if the DBE fails to submit a Claim in writing to the Agency within fourteen (14) days of the issuance of the unilateral Change Order, disputing the terms of the unilateral Change Order and providing such supporting documentation for its position as the Agency may reasonably require. 6.2.3. Change Order Format 6.2.3.1. The Agency may designate the forms to be used for notices, Change Order Requests, and Change Orders. If so designated, DBE may only use such forms. DBE shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration and/or actual acceleration beyond what is stated in the Change Order. No Claims shall be allowed for impact, extended overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity of changes and/or clarifications. The DBE may not change or modify the Agency's Change Order form in an attempt to reserve additional rights. 6.3. DBE'S WAIVER OF FURTHER RELIEF A2-29 99999 91660 32673104 1 6.3.1. CONTRACTOR'S FAILURE TO PROVIDE A COMPLETE AND TIMELY NOTICE OF CHANGE/DELAY AND/OR CHANGE ORDER REQUEST, OR TO COMPLY WITH ANY OTHER REQUIREMENT OF THIS ARTICLE, SHALL CONSTITUTE A WAIVER BY CONTRACTOR OF THE RIGHT TO A CONTRACT ADJUSTMENT ON ACCOUNT OF SUCH CIRCUMSTANCES AND A WAIVER OF ANY RIGHT TO FURTHER RECOURSE OR RECOVERY BY REASON OF OR RELATED TO SUCH CHANGE BY MEANS OF THE CLAIMS DISPUTE RESOLUTION PROCESS OR BY ANY OTHER LEGAL PROCESS OTHERWISE PROVIDED FOR UNDER APPLICABLE LAWS. 6.3.2. DBE recognizes and acknowledges that timely submission of a formal written notice of change/delay and Change Order Request, whether or not the circumstances of the change may be known to the Agency or available to the Agency through other means, is not a mere formality but is of crucial importance to the ability of the Agency to promptly identify, prioritize, evaluate and mitigate the potential effects of changes. Any form of informal notice, whether verbal or written (including, without limitation, statements in requests for information, statements in Submittals, statements at any job meeting or entries on monthly reports, daily logs or job meeting minutes), that does not strictly comply with the formal requirements of this Article, shall accordingly be insufficient. 6.4. DETERMINING ADJUSTMENT TO THE PRICE AND/OR TIME 6.4.1. Limitation on Costs. DBE shall not be entitled to any compensation for work subject to a Change Order except as expressly set forth in this Article. The mark- up added shall constitute the entire amount of profit, any mark-ups, any field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. 6.4.2. Deleted Work. For work to be deleted by Change Order, the reduction of the Price and/or Guaranteed Completion Date shall be computed on the basis of one or more of the following: Unit prices stated in the Contract or an attachment thereto; Unit prices agreed upon by the Agency and the DBE; A lump sum agreed upon by the Agency and the DBE, based upon the actual costs which would have been incurred in performing the deleted portions of the work on the Project as calculated in accordance with this Article. If a Change Order involves both Extra Work and deleted work in the same portion of the work on the Project, the Price shall not be increased if the deductive cost exceeds the additive cost. If the additive cost exceeds the deductive cost, an increase in the Price will be allowed only on the difference between the two amounts. 6.4.3. Unit Price Change Orders. When the actual quantity of a unit price work item varies from the bid schedule, compensation for the change in quantity will be calculated by multiplying the actual quantity by the unit price. This calculation may result in either an additive or deductive Change Order. Bid items included on the bid schedule may be deducted from the work in their entirety without any negotiated extra costs. Because unit price work includes overhead and profit as determined by DBE at the time of its bid submission, no mark up or deduction for overhead and profit will be allowed. A2-30 99999 91660 32673104 1 6.4.4. Lump Sum Change Orders. Whenever possible, any changes affecting compensation shall be in a lump sum mutually agreed by the DBE and the Agency. 6.4.5. Time and Materials Change Orders. The Agency may direct the DBE to proceed with the Extra Work with payment to be made on the basis of actual cost of the labor and materials required to complete the Extra Work. If the Project is federally funded, a time and materials Change Order shall only be issued after a determination that no other Change Order is suitable and the Change Order shall include a ceiling price that the DBE exceeds at its own risk. 6.4.6. Federally Funded Projects. For any change in the Price, general and administrative expenses shall be negotiated and must conform to the cost principles set forth under at 2 C.F.R. Part 200, subpart E, and profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the Change Order, the risk borne by the DBE, the DBE's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. 6.4.7. Allowed Costs. Estimates for lump sum quotations and accounting for time -and -material work shall be limited to direct expenditures necessitated specifically by the change and shall be segregated as follows: 6.4.7.1. Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from federal, state or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the cost will not be permitted unless the DBE establishes the necessity for such additional costs. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental. 6.4.7.2. Materials. The cost of materials reported shall be at the lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight and delivery. Materials costs shall be based upon supplier or manufacturer's invoice. 6.4.7.3. Tool and Equipment Use. Regardless of ownership, the rates to be used in determining equipment use shall not exceed listed rates prevailing locally at equipment rental agencies, or distributors, at the time the work is performed. The DBE shall furnish cost data supporting the establishment of the rental rate. The rental rate to be applied for use of each items of equipment shall be the rate resulting in the least total cost to the Agency for the total period of use. The Agency shall the make the final determination as to an equitable rental rate for the equipment. No payment will be made for the use of small tools, which have a replacement value of $1,000 or less. The rental time to be paid for equipment shall be the time the equipment is in productive operation on the work being performed. Rental time will not be allowed while equipment A2-31 99999 91660\32673104 1 is inoperative due to breakdowns. All equipment shall, in the opinion of the Agency, be in good working condition and suitable for the purpose for which the equipment is to be used. Equipment with no direct power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer. Before construction equipment is used on any Extra Work, the DBE shall plainly stencil or stamp an identifying number thereon at a conspicuous location, and shall furnish to the Agency, in duplicate, a description of the equipment and its identifying number. When hourly rates are listed, any part of an hour less than 30 minutes of operation shall be considered to be 1/2-hour of operation, and any part of an hour greater than 30 minutes will be considered one hour of operation. When daily rates are listed, any part of a day less than 4 hours operation shall be considered to be 1/2-day of operation. 6.4.7.4. Allowed Mark-up. The allowed mark-up for any and all overhead (including supervision and home and field office costs) and profit on work added to the Contract shall be determined in accordance with the following provisions: 6.4.7.4.1. "Net Cost" is defined as the actual costs of labor, materials and tools and equipment only, excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the DBE and Subcontractors at cost only, without mark-up. DBE shall provide the Agency with documentation of the costs, including but not limited to payroll records, invoices, and such other information as the Agency may reasonably request. 6.4.7.4.2. For work performed by the DBE's forces the allowed mark-up shall not exceed fifteen (15%) percent of labor costs, ten percent (10%) of material costs, and ten percent (10%) of the cost of tools and equipment use. 6.4.7.4.3. For work performed by a Subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the Subcontractor's Net Cost of the work to which the DBE may add up to five percent (5%) of the Subcontractor's Net Cost. 6.4.7.4.4. For work performed by a sub -subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the sub - subcontractor's Net Cost for work to which the Subcontractor and DBE may each add up to an additional five percent (5%) of the Net Cost of the lower tier subcontractor. 6.4.7.4.5. No additional mark-up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by the Agency exceed twenty-five percent (25%) of the Net Cost as defined herein, of the party that performs the work. 6.4.8. Documentation of Time -and -Material Costs. 6.4.8.1. T&M Dailv Sheets. DBE must submit timesheets, materials invoices, records of equipment hours, and records of rental equipment hours to the Agency's for an approval signature each day that work is performed on a time -and - material basis. The Agency's signature on time sheets only serves as verification that the A2-32 99999 91660'-32673104 1 work was performed and is not indicative of the Agency's agreement to DBE's entitlement to the cost. 6.4.8.2. T&M Summary Sheet. DBE shall submit a T&M Summary Sheet, which shall include total actual costs, within five (5) days following completion of Extra Work on a time -and -material basis. DBE's total actual cost shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and any other costs, along with documentation supporting the costs. DBE's failure to submit the T&M Summary Sheet within five (5) days of completion of the Extra Work will result in DBE's waiver for any reimbursement of any costs associated with the Extra Work. 6.4.9. Excluded Costs. The following costs or any other home or field office overhead costs, all of which are to be considered administrative costs covered by the DBE's mark-up, shall not be allowed costs and shall not be included in any lump sum proposals or time -and -materials invoices: 6.4.9.1. Mark-ups for overhead and profit shall not be allowed for any revisions to the Construction Documents or any other costs related to design or engineering of the Project; Payroll costs and other compensation of DBE's officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, timekeepers, clerks, and other personnel employed by DBE whether at the Site or in DBE's principal office or any branch office, material yard, or shop for general administration of the work; Expenses of DBE's principal and branch offices; Any part of DBE's capital expenses, including interest on DBE's capital employed for the work and charges against DBE for delinquent payments; Costs due to the negligence of DBE or any Subcontractor or Supplier, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including without limitation the correction of Defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property; Cost of small tools valued at less than $1,000 and that remain the property of DBE; Costs associated with the preparation of Change Orders (whether or not ultimately authorized), cost estimates, or the preparation or filing of Claims; Expenses of DBE associated with anticipated lost profits or lost revenues, lost income or earnings, lost interest on earnings, or unpaid retention; Costs derived from the computation of a "home office overhead" rate by application of the Eichleay, Allegheny, burden fluctuation, or other similar methods; Costs of special consultants or attorneys, whether or not in the direct employ of DBE, employed for services specifically related to the resolution of a Claim, dispute, or other matter arising out of or relating to the performance of the work; and Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in the Contract Documents; including but not limited to: submittals, drawings, field drawings, shop drawings, including submissions of drawings; field inspection; general superintendence; computer services; reproduction services; salaries of project engineer, superintendent, timekeeper, storekeeper, and secretaries; janitorial services; small tools, incidentals and consumables; temporary on -site facilities (offices, telephones, high speed internet access, plumbing, electrical power, lighting; platforms, fencing, water); surveying; estimating; protection of work; handling and disposal fees; final cleanup; other incidental work; related warranties; insurance and bond premiums. A2-33 99999 91660\32673104 1 ARTICLE 7. GUARANTEED COMPLETION DATE 7.1. COMMENCEMENT OF WORK ON THE PROJECT 7.1.1. Time is of the essence. The date of commencement of the Scope of Work shall be set forth in the Notice To Proceed. The date of commencement for the Scope of Work shall not be postponed by the failure of the DBE, Subcontractors, or of persons or firms for whom the DBE is responsible, to act. 7.2. PROGRESS AND COMPLETION 7.2.1. The DBE represents to the Agency that the Guaranteed Completion Date is reasonable for performing the Scope of Work and that the DBE is able to perform and complete the Scope Work within the Guaranteed Completion Date. The DBE shall not, except by agreement or instruction of the Agency in writing, commence operations on the Project Site or elsewhere prior to the effective date of insurance required by the Contract Documents to be furnished by the DBE. The date of commencement and the Guaranteed Completion Date shall not be changed by the effective date of such insurance. 7.2.2. The DBE shall proceed expeditiously with adequate forces and shall achieve full completion of the work by the Guaranteed Completion Date. If the Agency's Representative determines and notifies the DBE that the DBE's progress is such that the DBE will not achieve full completion of the work by the Guaranteed Completion Date, the DBE shall immediately and at no additional cost to the Agency, take all measures necessary, including working such overtime, additional shifts, Sundays, or holidays as may be required to ensure that the entire Project is completed within the Guaranteed Completion Date. Upon receipt of such notice from the Agency's representative, the DBE shall immediately notify the Agency's Representative of all measures to be taken to ensure full completion of the work within the Guaranteed Completion Date. The DBE shall reimburse the Agency for any extra costs or expenses (including the reasonable value of any services provided by the Agency's employees) incurred by the Agency as the result of such measures. 7.3. DELAY 7.3.1. There are only two kinds of delay, Excusable Delay and Inexcusable Delay. Only Excusable Delay, that meets the requirements specified herein may result in the adjustment of the Guaranteed Completion Date, and/or the Price and may be compensated as Extra Work as described below. All other delay(s) are Inexcusable. DBE agrees to bear the risk of Inexcusable Delays to completion of the work on the Project; and this Contract was made with full knowledge of this risk. 7.3.2. In agreeing to bear the risk of Inexcusable Delays to completion of the work on the Project, the DBE understands that, except and only to the extent provided otherwise in Articles 6 and 7, the occurrence of events that result in any delay in completion of the work on the Project shall not excuse the DBE from its obligation to A2-34 99999 91660'..32673104 1 achieve full completion of the work on the Project within the Guaranteed Completion Date, and shall not entitle the DBE to an adjustment of the Price. 7.4. ADJUSTMENT OF THE GUARANTEED COMPLETION DATE FOR EXCUSABLE DELAY 7.4.1. The Guaranteed Completion Date will be extended for an Excusable Delay, if and only if, the DBE demonstrates that all of the following six (6) conditions are met: 7.4.1.1. Condition Number One: When the event causing the delay commences, the DBE has complied with all Contract requirements for maintaining, submitting, and updating Contract Schedules. 7.4.1.2. Condition Number Two: The delay is to the critical path. A delay is to the critical path if and only to the extent it delays a work activity that cannot be delayed without delaying completion of the entire Project beyond the contractually specified date for full completion of the work on the Project as stated in the Notice to Proceed, or as amended by Change Order. When two or more delays occur concurrently, and each such concurrent delay by itself without consideration of the other delays would be critical, then all such concurrent delays shall be considered critical. For the purpose of determining whether and to what extent the Guaranteed Completion Date should be adjusted pursuant to this Article, such concurrent critical delays shall be treated as a single delay which commences at the start of the delay that begins first and terminates at the cessation of the delay that ends last. 7.4.1.3. Condition Number Three: The delay is supported by the Contract Schedule, current at the commencement of the event giving rise to the delay. A delay is supported only to the extent the Contract Schedule corroborates that it causes a delay to completion of the entire Project beyond the contractually specified date for full completion because of its effect on the operation referred to in Article 7.4.1.2. The requirement that a delay be supported will be excused if the event causing the delay commences before approval of the Contract Schedule, provided that the absence of an approved Contract Schedule is not due to the DBE's failure to timely submit an acceptable Proposed Contract Schedule. 7.4.1.4. Condition Number Four: Within five (5) days of the date the DBE discovers or reasonably should discover an act, error, omission or unforeseen condition causing the delay, (even if the DBE has not been delayed when the DBE discovers or reasonably should discover the act, error, omission or unforeseen condition giving rise to the delay) the DBE submits a timely Change Order Request. 7.4.1.5. Condition Number Five: The delay is not caused by: The financial inability, misconduct or default of the DBE, a Subcontractor or supplier; The unavailability of materials or parts, as long as such materials or parts were timely ordered by DBE; or an error or omission in the Contract Documents caused by the DBE or the DBE's Design Consultants. A2-35 99999 91660 32673104 1 7.4.1.6. Condition Number Six: The delay is caused by: Fire; Strikes, boycotts, or like obstructive actions by employees or labor organizations; Acts of God, including earthquakes in excess of a magnitude of 3.5 on the Richter Scale, tidal waves, floods, unusually severe weather, epidemic, or other severe natural disaster; A man made (not naturally occurring) unforeseen site condition such as buried utility lines, pipes, and the like; An error or omission in the Contract Documents caused by the Agency; The Agency's decision to change the Scope of Work, where such decision is not the result of any default or misconduct of the DBE; The Agency's decision to suspend the work on the Project, where such decision is not the result of any default or misconduct of the DBE; or The failure of the Agency or the Agency's representative to timely perform any Contract obligation unless such failure is due to the DBE's default or misconduct. 7.4.2. If and only if a delay meets all six conditions prescribed in this Article, then the Guaranteed Completion Date will be extended by the number of days completion of the entire Project is delayed beyond the Guaranteed Completion Date for full completion of the work on the Project. 7.4.3. If for any reason one or more of the six (6) conditions prescribed in this Article is held legally unenforceable, then all remaining conditions must be met as a condition to obtaining an extension of the Guaranteed Completion Date. 7.5. COMPENSATION FOR EXCUSABLE DELAY 7.5.1. Agency's liability to DBE for delays for which the Agency is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the Agency be liable for any costs which are borne by the DBE in the regular course of business, including, but not limited to, home office overhead and other ongoing costs. Damages caused by unreasonable Agency delay, including delays caused by items that are the responsibility of the Agency pursuant to Government Code section 4215, shall be based on actual costs only; no proportions or formulas shall be used to calculate any delay damages. DBE shall be deemed to waive any right to delay damages unless: DBE complies with all requirements of the Contract for providing timely notice to the Agency and timely requests for adjustments to the Price and/or Guaranteed Completion Date and DBE meets all conditions of an Excusable Delay and is granted an extension of the Guaranteed Completion Date. 7.6. WAIVER 7.6.1. A waiver of, or failure by, the Agency or the Agency's Representative to enforce any requirement in this Article, including without limitation the requirements of an Excusable Delay, in connection with any or all past delays shall not constitute a waiver of, and shall not preclude the Agency from enforcing, such requirements in connection with any present or future delays. The DBE agrees and understands that no oral approval, either express or implied, of any time extension by the Agency or its agents shall be binding upon the Agency unless and until such approval is ratified by execution of a written Change Order. A2-36 99999 91660 32673104 1 ARTICLE 8. PAYMENTS AND COMPLETION 8.1. PROGRESS PAYMENTS 8.1.1. Within ten (10) days after issuance of the Notice to Proceed with Construction, DBE shall submit to the Agency's Representative a detailed Cost Breakdown/Schedule of Values ("Cost Breakdown") of the portion of the Price applicable to that phase of the work in a form reasonably approvable to the Agency. The Cost Breakdown, when approved by the Agency's Representative, shall become part of the Contract Documents and shall be the basis for determining the cost of the work performed for the DBE's Applications for Payment. 8.2. APPLICATION FOR PAYMENT 8.2.1. On or before the 10th day of the month or such other date as is established by the Contract Documents, the DBE shall submit to the Agency's Representative an itemized Application For Payment, for the cost of the work, as approved by the Agency's Representative, which has been completed in accordance with the Contract Documents as of the last day of the preceding month, less amounts previously paid. The Application For Payment shall be prepared as follows: In a form approved by the Agency; Itemized in accordance with the Cost Breakdown as applicable; Include such data substantiating the DBE's right to payment as the Agency's Representative may reasonably require, such as invoices, certified payrolls, daily time and material records, and, if securities are deposited in lieu of retention, a certification of the market value of all such securities as of a date not earlier than five (5) days prior to the date of the Application For Payment as applicable; and Itemized retention. If required by the Agency, an Application For Payment shall be accompanied by (1) a summary showing payments that will be made to Subcontractors covered by such application and (2) conditional and unconditional waivers and releases of claims from each Subcontractor listed in the preceding Application For Payment covering sums disbursed pursuant to that preceding Application For Payment. 8.2.2. Applications For Payment shall not include requests for payment on account of (1) changes which have not been authorized by Change Orders or (2) amounts the DBE does not intend to pay a Subcontractor because of a dispute or other reason. 8.2.3. The DBE warrants that, upon submittal of an Application For Payment, all work on the Project, for which Certificates for Payment have been previously issued and payment has been received from the Agency, shall be free and clear of all liens, claims, Stop Payment Notices, security interests, and encumbrances in favor of the DBE, Subcontractors, or other persons or firms entitled to make claims by reason of having provided labor, materials, or equipment relating to work on the Project. 8.2.4. The Agency's Representative may approve for inclusion in the Application For Payment the cost of materials not yet incorporated in the Construction Work but already delivered and suitably stored either at the Project Site or at some other appropriate location acceptable to the Agency's Representative, such as, but not limited to, a licensed and bonded warehouse. DBE shall maintain insurance coverage as A2-37 99999 91660\32673104 1 required by this Contract for the stored materials. In such case, the DBE shall furnish evidence satisfactory to the Agency's Representative (1) of the cost of such materials and (2) that such materials are under the exclusive control of the DBE. Only materials to be incorporated in the work on the Project will be considered for payment. Any payment shall not be construed as acceptance of such materials nor relieve the DBE from sole responsibility for the care and protection of such materials; nor relieve the DBE from risk of loss to such materials from any cause other than negligence or willful misconduct of the Agency; nor relieve the DBE from its obligation to complete the work on the Project in accordance with the Contract; nor act as a waiver of the right of the Agency to require fulfillment of all terms of the Contract. 8.2.5. DBE warrants and guarantees that title to all work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Agency no later than the time of payment free and clear of all liens. 8.3. APPROVAL OF APPLICATION FOR PAYMENT BY AGENCY 8.3.1. Failure by the Agency to deduct any sums from a progress payment shall not constitute a waiver of the Agency's right to such sums. The Agency may keep any moneys which would otherwise be payable at any time hereunder and apply the same, or so much as may be necessary therefore, to the payment of any expenses, losses, or damages as determined by the Agency, incurred by the Agency for which the DBE is liable under the contract. For instance, the Agency may withhold payment, in whole or in part, to such extent as may be necessary to protect the Agency from loss because of: 8.3.1.1. Failure to provide requested supporting documents; 8.3.1.2. Defective work not timely remedied; 8.3.1.3. Stop Payment Notices. If any Stop Payment Notice or other lien is filed on the Project for labor, materials, supplies, equipment or any other thing of value claimed to have been furnished to or incorporated into the work on the Project, or for other alleged contribution thereto, the Agency shall retain from payments otherwise due the DBE, in addition to other amounts properly withheld under this Article or under other provisions of the Contract, an amount equal to 125 percent (125%) of the amount claimed under such Stop Payment Notice; provided, however, that the Agency may release such funds upon receipt of evidence satisfactory to the Agency to the effect that the DBE has resolved such claim, by settlement, Stop Payment Notice Release Bond or otherwise. All other provisions of state law with respect to Stop Payment Notices shall also apply; 8.3.1.4. Liquidated damages assessed against the DBE; 8.3.1.5. Commercially reasonable doubt, after consultation with the DBE, that the work on the Project can be completed for the unpaid balance of any Price or within the Guaranteed Completion Date; A2-38 99999 91660\32673104 1 8.3.1.6. Damage to the Agency, another contractor, or subcontractor, including any sums expended by or on behalf of the Agency in performing any of the DBE's obligations under the Contract which the DBE has failed to perform or has performed inadequately; 8.3.1.7. Unsatisfactory prosecution of the work by the DBE; 8.3.1.8. Failure to store and properly secure materials; 8.3.1.9. Failure of the DBE to submit on a timely basis, proper and sufficient documentation required by the Contract, including, without limitation, monthly progress schedules, shop drawings, submittal schedules, schedule of values, product data and samples, proposed product lists, executed change orders, and verified reports; 8.3.1.10. Failure of the DBE to maintain record drawings; 8.3.1.11. Erroneous estimates by the DBE of the value of the work on the Project performed, or other false statements in an Application for Payment; 8.3.1.12. Unauthorized deviations from the Contract Documents; 8.3.1.13. Failure of the DBE to prosecute the work on the Project in a timely manner in compliance with established progress schedules and completion dates; or 8.3.1.14. Forfeiture of funds pursuant to California Labor Code Section 1727. The Agency shall retain and transfer those funds pursuant to California Labor Code Section 1730. 8.3.2. Subject to the withholding provisions of this Article, the Agency will pay the DBE the amount set forth in the Application For Payment no later than 30 days after the Agency's receipt of the Application For Payment. Neither the Agency nor the Agency's Representative will have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. No payments or approvals/processing of Applications For Payment made by the Agency will constitute acceptance of Defective Work. 8.4. RETENTION; DEPOSIT OF SECURITIES IN LIEU OF RETENTION AND DEPOSIT OF RETENTION INTO ESCROW 8.4.1. Unless Project has been deemed substantially complex as noted in the Contract, Agency will retain five percent (5%) of the amount invoiced in accordance with Applicable Laws. 8.4.2. Pursuant to Public Contract Code section 22300, DBE may substitute securities for any moneys withheld as a retention by Agency to ensure performance under the Contract. At the request and expense of DBE, securities equivalent to the amount withheld shall be deposited with Agency, or with a state or A2-39 99999 91660 32673104 1 federally chartered bank in this state as the escrow agent, who shall then pay those moneys to DBE. Upon satisfactory completion of the Contract, the securities shall be returned to DBE. 8.4.3. Alternatively, DBE may request, and Agency shall make payment of retentions earned directly to the escrow agent selected by the DBE. At the expense of DBE, DBE may direct the investment of the payments into securities and DBE shall receive the interest earned on the investments upon the same terms provided for in Public Contract Code section 22300 for securities deposited by DBE. Upon satisfactory completion of the Contract, DBE shall receive from the escrow agent all securities, interest, and payments received by the escrow agent when Agency authorizes the escrow agent to release these funds to the DBE, pursuant to the terms of Public Contract Code section 22300. 8.4.4. A prerequisite to the substitution of securities in lieu of retention or the Deposit of retention into escrow shall be the execution by the DBE, the Agency, and Escrow Agent of an Escrow Contract for Deposit of Securities in Lieu of Retention and Deposit of Retention in the form set forth in the Public Contract Code. The terms of such escrow Contract are incorporated into the requirements of this Article. 8.5. COMPLETION AND FINAL PAYMENT 8.5.1. Completion shall be when the Agency's Representative determines that the work on the Project is fully completed and in accordance with the Contract Documents. When the DBE gives notice to the Agency's Representative that the Construction Work is complete, unless the Agency's Representative determines that the Construction Work is not sufficiently complete to warrant an inspection to determine Completion, the Agency's Representative will inspect the Construction Work, and prepare and give to the DBE a comprehensive list of items to be completed or corrected before establishing Completion. The DBE shall proceed promptly to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the DBE to complete all Construction Work in accordance with the Contract Documents. The Agency's Representative will make an inspection to determine whether the Construction Work is complete. If the Agency's Representative's inspection discloses any item, whether or not included on the list, which must be completed or corrected before Completion, the DBE shall complete or correct such item. The DBE shall then submit a request for another inspection by the Agency's Representative to determine Completion. Costs for additional inspection that are required because of DBE's failures or omissions by the Agency's Representative shall be deducted from any monies due and payable to the DBE. Completion shall not occur until DBE procures all guarantees and warranties, all operating manuals for equipment installed in the Project, all As -Built Documents, and all other submittals required by the Contract Documents, except for submittals due concurrently with the final Application for Payment. 8.5.2. Neither final payment nor any retention shall become due until the DBE submits the final Application For Payment and all submittals required in accordance with Article 9.2. A2-40 99999 91660',32673104 1 8.5.3. Acceptance of final payment by the DBE shall constitute a waiver of all claims, except those previously made in writing and identified by the DBE as unsettled at the time of the final Application For Payment, and DBE shall submit a waiver of all such claims (except those previously made in writing and identified by the DBE as unsettled at the time of the final Application For Payment), in a form reasonably acceptable to the Agency, at the time of final payment. The Guarantee To Repair Period will begin on the date of acceptance of the Project by the Agency. ARTICLE 9. PROTECTION OF PERSONS AND PROPERTY 9.1. SAFETY 9.1.1. The DBE shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. 9.1.2. The DBE shall take adequate precautions for safety of and shall provide adequate protection to prevent damage, injury, or loss to the following: Employees involved in the Construction Work and other persons who may be affected thereby; The Construction Work in place and materials and equipment to be incorporated therein, whether in storage on or off the Project Site, under care, custody, or control of the DBE or Subcontractors; and Other property at the Project Site and adjoining property. The DBE shall not load or permit any part of the Construction Work or the Project Site to be loaded so as to endanger the safety of persons or property. 9.1.3. The DBE shall erect and maintain, as required by existing conditions and performance of the work on the Project, adequate safeguards for safety and protection, including providing adequate lighting and ventilation, posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying Agency and users of adjacent sites and utilities. 9.1.4. When use or storage of explosives, other hazardous materials, equipment, or unusual methods are necessary for execution of the Construction Work, the DBE shall exercise the utmost care and carry on such activities only under the supervision of properly qualified personnel. 9.1.5. The DBE shall designate a responsible member of the DBE's organization at the Project Site whose duty shall be the prevention of accidents. That person shall be the Superintendent, unless otherwise designated by the DBE in writing to the Agency and the Agency's Representative. 9.2. EMERGENCIES 9.2.1. In an emergency affecting the safety of persons or property, the DBE shall act to prevent or minimize damage, injury, or loss. The DBE shall promptly notify the Agency's Representative, which notice may be oral followed by written confirmation, of the occurrence of such an emergency and the DBE's action. A2-41 99999 91660-32673104 1 ARTICLE 10. INSURANCE AND BONDS 10.1. THE DESIGN -BUILD ENTITY'S INSURANCE 10.1.1. Minimum Scope of Insurance. 10.1.1.1. General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01). The policy shall not contain any endorsement restricting standard Insurance Services Office "insured contract" language. 10.1.1.2. Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 10.1.1.3. Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 10.1.1.4. Professional Liability: Professional Liability Insurance insuring the DBE, its officers, directors, stockholders, employees, agents, or partner, and all other persons for whose acts the DBE may be liable, against any and all liabilities arising out of or in connection with the negligent acts, errors or omissions of any of the foregoing in connection with the carrying out of their professional responsibilities described in this Contract. Professional Liability Insurance shall remain in full force and effect, and shall be so certified to the Agency by the insurer, for a period of five (5) years after the termination of this Contract and the completion of all of the DBE's services hereunder. 10.1.2. Minimum Limits of Insurance. 10.1.2.1. General Liability: General Liability will be provided in the following: 2,000,000 per Occurrence; 4,000,000 General Aggregate; 4,000,000 Products 1 Completed Operations Aggregate. The General Aggregate must apply separately to each project. 10.1.2.2. Automobile Liability: $1,000,000 combined single limit per accident. Coverage must apply to all owned, hired, and non -owned vehicles. 10.1.2.3. Workers' Compensation and Employers' Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident, $1,000,000 disease per employee, and $1,000,000 disease per policy. 10.1.2.4. Professional Liability Insurance: $2,000,000 per claim. 10.1.3. Additional Insureds. The Agency, its directors, officials, officers, employees, agents and representatives shall be named as Additional Insureds for liability arising out of ongoing and completed operations, and shall continue to be Additional Insureds for completed operations for one (1) year after completion of the work. A2-42 99999 9166G 32673104 1 General liability coverage can be provided in the form of an endorsement to the DBE's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used). 10.1.4. Verification of Coverage. The DBE shall provide to Agency certificates of insurance and endorsements effecting coverage required by this Contract. The certificates must reference the Project name. All insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in California, and satisfactory to the Agency. All insurance required by this Article shall also contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the Agency, its directors, officials, officers, employees, agents and volunteers. All policies shall contain a provision stating that such policies are primary insurance and that the insurance of Agency or any named insured shall not be called upon to contribute to any loss. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on industry standard forms (such as an ISO CG 2010 (or insurer's equivalent) signed by the insurer's representative, and a certificate of insurance (Acord form 25-S or equivalent) with additional insured endorsements attached), and acceptable to the Agency. All certificates and endorsements must be received and approved by the Agency within five (5) calendar days of the date of the award. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. Upon written request, certified copies of the required insurance policies must be provided within thirty (30) days. 10.1.5. Waiver of Subrogation. DBE shall waive all rights against Agency and any of its assignees, agents and, each of the other, for damages caused by fire or other perils to the extent covered (i.e., insurance proceeds are actually received) by insurance obtained pursuant to this Article 11 or other insurance applicable to the Project. DBE shall require of any assignees, Subcontractors, sub -Subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a Person or entity even though that Person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the Person or entity had an insurable interest in the property damaged. If the insurance policies purchased hereunder do not allow the insured to waive rights of recovery against others prior to loss, DBE shall cause them to be endorsed with a waiver of subrogation as required above. The waiver of subrogation provided herein shall be effective as against all corporations or entities provided insurance coverage to or for the Project of any person or entity performing work on the Project, and this waiver includes but is not limited to, insurance coverage provided by private sector insurers and self - insured contractors or corporations. 10.1.6. Self -Insured Retentions. Insurance deductibles or self - insured retentions must be declared by the DBE, and such deductibles and retentions shall have the prior written consent from the Agency. At the election of the Agency, the DBE shall either 1) reduce or eliminate such deductibles or self -insured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims A2-43 99999 91660-3267311 A 1 administration, and defense costs and expenses. Any deductible or self -insured retention shall be shown on the Certificates of Insurance. DBE is responsible for any deductible or self -insured retention and shall fund it upon Agency's written request, regardless of whether DBE has a claim against the insurance or is named as a party in any action involving Agency. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the DBE shall provide a "follow form" endorsement satisfactory to the Agency indicating that such coverage is subject to the same terms and conditions as the underlying liability policy. 10.1.7. Material Modifications. DBE shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self -insured retention is increased. In the event of a material modification or cancellation of coverage, the Agency may terminate or stop the Work in accordance with the Contract Documents, unless the Agency receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverages set forth herein and the insurance required herein is in full force and effect. DBE shall not take possession, or use the Site, or commence operations under this Agreement until the Agency has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this Article. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. 10.1.8. Subcontractors. DBE shall pass down the insurance obligations contained herein to all tiers of sub -contractors working under this Contract. The minimum coverage limits shall remain the same as for DBE, except that subcontractors may provide general liability coverage in the amounts of $1,000,000 per occurrence; $2,000,000 general aggregate; and $2,000,000 prod uctslcompleted operations aggregate. The general aggregate shall apply separately to each project. 10.1.9. Other Insurance. The DBE shall provide all other insurance required to be maintained under applicable laws, ordinances, rules, and regulations. 10.2. PERFORMANCE AND PAYMENT BOND 10.2.1. The DBE shall furnish bonds covering the faithful performance of the Contract (Performance Bond) and payment of obligations arising thereunder (Payment Bond) on the forms contained in the exhibits to the Contract. The Payment Bond and Performance Bond shall each be in the amount of the final lump sum Price for Construction Work. Surety companies used by the DBE shall be listed in the latest published State of California, Department of Insurance list of "Insurers Admitted to Transact Surety Insurance in this State." The obligations of the performance bond surety shall continue so long as any obligation of DBE remains. Nothing herein shall limit the Agency's rights or the DBE's or surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. A2-44 0099 91660 32673104 1 10.2.2. The DBE shall execute Payment and Performance Bonds in the amounts and manner required by the Contract Documents prior to the performance of any Construction Work. Construction Work shall not commence until the Agency accepts the Payment and Performance Bonds. Should, in the Agency's sole opinion, any bond become insufficient or Surety found to be unsatisfactory, the DBE shall renew or replace the effected bond within 10 days of receiving notice from the Agency. To the extent, if any, that the Price is increased in accordance with the Contract, the DBE shall, upon request of the Agency, cause the amount of the Performance and Payment Bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Agency. No change or alteration of the Contract (including, without limitation, an increase in the Price, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the DBE will release the surety. If the DBE fails to furnish any required bond, the Agency may terminate the Contract for cause. ARTICLE 11. UNCOVERING WORK; CORRECTION OF DEFECTIVE WORK 11.1. UNCOVERING OF WORK ON THE PROJECT 11.1.1. if a portion of the Construction Work is covered contrary to the Agency's Representative's request or direction, or contrary to the requirements of the Contract Documents, it must, if required in writing by the Agency's Representative, be uncovered for the Agency's Representative's observation and be replaced at the DBE's expense without adjustment of the Guaranteed Completion Date or the Price. 11.2. CORRECTION OF DEFECTIVE WORK AND GUARANTEE TO REPAIR PERIOD 11.2.1. The term "Guarantee To Repair Period" means a period of one (1) year, unless a longer period of time is specified, commencing from the date of the Agency's acceptance of the Project. 11.2.2. The DBE shall (1) correct Defective Work that becomes apparent during the progress of the work on the Project or during the Guarantee To Repair Period and (2) replace, repair, or restore to the Agency's satisfaction any other parts of the work on the Project and any other real or personal property which is damaged or destroyed as a result of Defective Work or the correction of Defective Work. The DBE shall promptly commence such correction, replacement, repair, or restoration upon notice from the Agency's Representative or the Agency, but in no case later than ten (10) days after receipt of such notice; and the DBE shall diligently and continuously prosecute such correction to completion. The DBE shall bear all costs of such correction, replacement, repair, or restoration, and all Losses resulting from such Defective Work, including additional testing, inspection, and compensation for the Agency's Representative's services and expenses; however, if the Agency requests additional testing or inspections that reveal the work by the DBE is not Defective Work, the Agency will bear the cost of such additional testing or inspection. The DBE shall perform corrective work on the Project at such times that are acceptable to the Agency and in such a manner as to avoid, to the extent practicable, disruption to the Agency's activities. A2-45 99999 91660 32673104 1 11.2.3. If immediate correction of Defective Work is required for life safety or the protection of property and is performed by the Agency or Separate Contractors, the DBE shall pay to the Agency all reasonable costs of correcting such Defective Work. The DBE shall replace, repair, or restore to the Agency's satisfaction any other parts of the Construction Work and any other real or personal property which is damaged or destroyed as a result of such Defective Work or the correction of such Defective Work. 11.2.4. The DBE shall remove from the Project Site portions of the Construction Work and materials which are not in accordance with the Contract Documents and which are neither corrected by the DBE nor accepted by the Agency. 11.2.5. If the DBE fails to commence correction of Defective Work within ten (10) days after notice from the Agency or the Agency's Representative or fails to diligently prosecute such correction to completion, the Agency may correct the Defective Work in accordance with Article 2; and, in addition, the Agency may remove the Defective Work and store salvageable materials and equipment at the DBE's expense. Any of the Scope of Work that is not performed by the DBE pursuant to this Article may limit or invalidate the warranties provided under the Contract Documents. 11.2.6. If the DBE fails to pay the costs of such removal and storage as required by this Article within ten (10) days after written demand, the Agency may, without prejudice to other remedies, sell such materials at auction or at private sale, or otherwise dispose of such material. The DBE shall be entitled to the proceeds of such sale, if any, in excess of the costs and damages for which the DBE is liable to the Agency, including compensation for the Agency's Representative's services and expenses. If such proceeds of sale do not cover costs and damages for which the DBE is liable to the Agency, the Price shall be reduced by such deficiency plus interest at the highest rate allowed by law. If there are no remaining payments due the DBE or the remaining payments are insufficient to cover such deficiency, the Agency may obtain payment for such deficiency from the bonds furnished by the DBE according to the Contract Documents. 11.2.7. The DBE's obligations under this Article are in addition to and not in limitation of its warranty obligations hereunder or any other obligation of the DBE under the Contract Documents. Enforcement of the DBE's express warranties and guarantees to repair contained in the Contract Documents shall be in addition to and not in limitation of any other rights or remedies the Agency may have under the Contract Documents or at law or in equity for Defective Work. Nothing contained in this Article shall be construed to establish a period of limitation with respect to other obligations of the DBE under the Contract Documents. Establishment of the Guarantee To Repair Period relates only to the specific obligation of the DBE to correct the work on the Project and in no way limits either the DBE's liability for Defective Work or the time within which proceedings may be commenced to enforce the DBE's obligations under the Contract Documents. A2-46 99999 91660'.32673104 1 ARTICLE 12. TERMINATION OR SUSPENSION OF THE CONTRACT 12.1. SUSPENSION OF THE CONTRACT 12.1.1. Agency may, at its sole option, decide to suspend at any time the performance of all or any portion of the work by notice in writing to DBE. Such notice of suspension of work will designate the amount and type of plant, labor, and equipment to be committed to the Project during the period of suspension. DBE shall use its best efforts to utilize its plant, labor, and equipment in such a manner as to minimize costs associated with suspension. 12.1.2. Upon receipt of any such notice, DBE shall, unless the notice requires otherwise: Immediately discontinue work on the date and to the extent specified in the notice; Place no further orders or subcontracts for material, services, or facilities with respect to suspended work other than to the extent required in the notice; Promptly make every reasonable effort to obtain suspension upon terms satisfactory to Agency's Representative of all orders, subcontracts, and rental agreements to the extent they relate to performance of work suspended; and Continue to protect and maintain the work including those portions on which work has been suspended. 12.1.3. Except as provided by this Article, as full and complete compensation for such suspension, DBE shall be granted an adjustment in the Price based on a negotiated daily rate that reflects the DBE's actual costs associated with the demobilized condition of the Site and an extension of the Guaranteed Completion Date equal to the number of days performance of work is suspended; provided, however, that no adjustment of Price or extension of Guaranteed Completion Date shall be granted if the suspension results from DBE's non-compliance with the requirements of the Contract. 12.2. TERMINATION BY THE AGENCY FOR CAUSE 12.2.1. Agency may, without prejudice to any other right or remedy, serve written notice upon DBE of its intention to terminate this Contract in whole or in part if the DBE: (i) refuses or fails to prosecute the work or any part thereof with such diligence as will ensure its completion within the Guaranteed Completion Date; (ii) fails to complete the work within the required time; (iii) files a bankruptcy petition or is adjudged a bankruptcy; (iv) makes a general assignment for the benefit of its creditors; (v) has a receiver appointed; (vi) refuses or fails to supply enough properly skilled workers or proper materials to complete the work; (vii) fails to make prompt payment to subcontractors or for material or labor; (viii) disregards Applicable Laws, other requirements or instructions of Agency; or (ix) violates any of the provisions of the Contract Documents. 12.2.2. The Notice of Default and Intent to Terminate shall state the reasons for termination. Unless within five (5) days after the service of such notice, DBE resolves the circumstances giving rise to the Notice of Default to Agency's satisfaction, or makes arrangements acceptable to Agency for the required corrective action, Agency may terminate this Contract. In such case, DBE shall not be entitled to receive any further payment until the Project has been finished. Agency may take over and complete the A2-47 99999 91660,.32673104 1 Project by any method it may deem appropriate, including enforcement of the Project Performance Bond. DBE and its surety shall be liable to Agency for any excess costs or other damages incurred by Agency to complete the Project. If Agency takes over the Project, Agency may, without liability for so doing, take possession of and utilize in completing the Project such materials, appliances, plant, and other property belonging to the DBE as may be on the Site. 12.2.3. No termination or action taken by the Agency after termination shall prejudice any other rights or remedies of the Agency provided by law or by the Contract Documents, excluding any warranties or guarantees (excluding equipment manufacturer warranties) upon such termination; and the Agency may proceed against the DBE to recover all Losses suffered by the Agency. 12.3. TERMINATION BY THE AGENCY FOR CONVENIENCE 12.3.1, In addition to its right to terminate this Contract for default, Agency may terminate the Contract, in whole or in part, at any time upon seven (7) days written notice to DBE. The Notice of Termination shall specify that the termination is for the convenience of Agency, the extent of termination, and the effective date of such termination ("Effective Date of Termination"). 12.3.2. After receipt of Notice of Termination, and except as directed by Agency, the DBE shall, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause, immediately proceed with the following obligations: Stop work as specified in the Notice; Complete any work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents; Leave the Site and any other property upon which the DBE was working in a safe and sanitary manner such that it does not pose any threat to the public health or safety; Terminate all subcontracts and purchase orders to the extent that they relate to the portions of the work terminated; Place no further subcontracts or orders, except as necessary to complete the remaining portion of the work; and Submit to Agency, within fifteen (15) days from the Notice of Termination, all of the documentation called for by the Contract Documents to substantiate all costs incurred by the DBE for labor, materials and equipment through the Notice of Termination. Any documentation substantiating costs incurred by the DBE solely as a result of Agency's exercise of its right to terminate this Contract pursuant to this clause, which costs the DBE is authorized under the Contract Documents to incur, shall: (i) be submitted to and received by Agency no later than thirty (30) days after the Effective Date of the Notice of Termination; (ii) describe the costs incurred with particularity; and (iii) be conspicuously identified as "Termination Costs Occasioned by Agency's Termination for Convenience." 12.3.3. Agency's total liability to DBE by reason of the termination shall be limited to the total (without duplication of any items) of: 12.3.3.1. The reasonable cost to the DBE for all dork performed prior to the Effective Date of Termination, including the dork done to secure the Project for termination. Reasonable cost may not exceed the applicable percentage completion A2-48 99999 91660\32673[04 1 values derived from the progress schedule and the Cost Breakdown. Deductions shall be made for cost of materials to be retained by the DBE, cost of Work defectively performed, amounts realized by sale of materials, and for other appropriate credits or offsets against cost of work as allowed by the Contract Documents. 12.3.3.2. When, in Agency's opinion, the cost of any item of work is excessively nigh due to costs incurred to remedy or replace defective or rejected work, reasonable cost to be allowed will be the estimated reasonable cost of performing the work in compliance with requirements of the Contract Documents and excessive actual cost shall be disallowed. 12.3.3.3. Any work required by the Termination for Convenience that is not included in Contract Documents will be negotiated pursuant to the Contract Change Order provisions. 12.3.3.4. Reasonable costs to the DBE of handling material returned to vendors, delivered to Agency or otherwise disposed of as directed by Agency. 12.3.3.5. A reasonable allowance for the DBE's internal administrative costs in preparing termination claim. 12.3.3.6. Reasonable demobilization costs, and reasonable payments made to Subcontractors or suppliers on account of termination. 12.3.4. In no event shall Agency be liable for unreasonable costs incurred by the DBE or subcontractors after receipt of a Notice of Termination. Such non- recoverable costs include, but are not limited to, the cost of or anticipated profits on work not performed as of the date of termination, post -termination employee salaries, unreasonable post -termination administrative expenses, post -termination overhead or unabsorbed overhead, surety costs of any type, costs of preparing and submitting the DBE's termination claim, attorney fees of any type, and all other costs relating to prosecution of a claim or lawsuit. 12.3.5. Agency shall have no obligation to pay the DBE under this Article unless and until the DBE provides Agency with updated and acceptable As -Built Documents for work completed prior to termination as required by the Contract Documents. 12.3.6. In arriving at the amount due the DBE under this clause there shall be deducted in whole, or in the appropriate part(s) if the termination is partial: All unliquidated advances or other payments on account previously made to the DBE, including without limitation all payments which are applicable to the terminated portion of the Contract Documents; Any claim Agency may have against the DBE in connection with the work or any amounts that may be withheld in accordance with the Contract Documents; and The agreed price for, or proceeds of sale of, any materials, supplies, or other things kept by the DBE and not otherwise recovered by or credited to Agency. A2-49 99999 91660 32673104 1 12.3.7. DBE shall not be paid on account of loss of anticipated profits or revenue or other economic loss or consequential damages arising out of or resulting from such termination. 12.3.8. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, Agency may immediately order DBE to cease work until such safety or liability issues are addressed to the satisfaction of Agency or the Contract is terminated. 12.3.9. If Agency terminates DBE for cause, and if it is later determined that the termination was wrongful, such default termination shall automatically be converted to and treated as a termination for convenience. In such event, DBE shall be entitled to receive only the amounts payable under this section, and DBE specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. ARTICLE 13. LABOR REQUIREMENTS 13.1. HOURS OF WORK 13.1.1. The DBE and Subcontractors shall furnish sufficient forces to ensure the prosecution of the work on the Project in accordance with the Construction Schedule and in such a manner to allow for the full and adequate completion of the Project within the Guaranteed Completion Date. 13.1.2. Work on the Project shall be performed during regular working hours, except that in the event of an emergency or when required to complete the work on the Project in accordance with job progress, work may be performed outside of regular working hours with advance written notice to the Agency and approval of Agency. Regular working hours shall be per local ordinance and shall not be changed except with consent of the Agency. 13.1.3. As may be applicable by law, provided in Article 3 (commencing at § 1810), Chapter 1, Part 7, Division 2 of the Labor Code, eight (8) hours of labor shall constitute a legal day's work. The time of service of any worker employed at any time by the DBE or by any Subcontractor on any subcontract under this Contract, upon the work or upon any part of the work contemplated by this Contract, is limited and restricted to eight (8) hours during any one calendar day and forty (40) hours during any one calendar week, except as hereinafter provided. Notwithstanding the provision hereinabove set forth, work performed by employees of DBE in excess of eight (8) hours per day and forty (40) hours during any one week shall be permitted upon this public work compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1-1/2) times the basic rate of pay. 13.1.4. As may be applicable by law, the DBE shall pay to the Agency a penalty of Twenty-five Dollars ($25.00) for each worker employed in the execution of this Contract by the DBE, or by any Subcontractor, for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any calendar day and forty (40) hours in any one (1) calendar week, in violation of the provisions of A2-50 99999 91660 326731 C14 i Article 3 (commencing at § 1810), Chapter 1, Part 7, Division 2 of the Labor Code, unless compensation for the workers so employed by DBE is not less than one and one-half (1- 112) times the basic rate of pay for all hours worked in excess of eight (8) hours per day. 13.1.5. If the work done after hours is required by the Contract to be done outside the DBE's or the Inspector's regular working hours, the costs of any inspections, if required to be done outside normal working hours, shall be borne by the Agency. 13.1.6. If the Agency allows the DBE to do work outside regular working hours for the DBE's own convenience, the costs of any inspections required outside regular working hours shall be invoiced to the DBE by the Agency and deducted from the next Progress Payment. If the DBE elects to perform work outside the Inspector's regular working hours, costs of any inspections required outside regular working hours shall be invoiced to the DBE by the Agency and deducted from the next Progress Payment. 13.1.7. No Work on the Project or other activities by or on behalf of the DBE which presents a hazard or unreasonable disruption to Agency staff shall be allowed during normal working hours. The determination as to whether Work on the Project or some other activity presents a hazard or constitutes an unreasonable disruption to Agency staff shall be made by and pursuant to the sole discretion of a representative of Agency. All Work on the Project or other activities which could present a hazard or unreasonable disruption to Agency staff shall be performed before or after normal working hours, on weekends, or on an Agency recognized holiday. Neither the DBE nor its Subcontractors or anyone working on behalf of the DBE or Subcontractors shall be entitled to additional compensation or an extension of the Guaranteed Completion Date for having to arrange their Work schedule so as not to violate the provisions of this Article. The DBE, Subcontractors and persons working on behalf of the DBE shall be expected to arrange such Work and other activities in advance so as to avoid creating monetary or time impacts. 13.2. WAGE RATES, TRAVEL, AND SUBSISTENCE 13.2.1. The DBE is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. Since the Work on the Project involves an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, the DBE agrees to fully comply with such Prevailing Wage Laws. Agency has obtained the prevailing wage rates from the Director of the Department of Industrial Relations, State of California. Copies of the prevailing wage rates are on file at Agency's office and shall be made available to any interested party on request. the DBE shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to perform the Project available to interested parties upon request, and shall post copies at the DBE's principal place of business and at the Project site. The DBE shall defend, indemnify and hold Agency, its elected officials, A2-51 99999 91660 32673104 1 officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws. 13.2.2. Pursuant to Labor Code Section 1775, the DBE is hereby advised that in the event that the DBE fails to pay prevailing wages, the DBE will be held liable for penalties and for shortfalls in wages and such amounts may be withheld from progress payments. the DBE and each Subcontractor shall forfeit as a penalty to Agency not more than two hundred dollars ($200) for each Day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate for any work done by him, or by any subcontract under him, in violation of the provisions of the Labor Code. The difference between such stipulated prevailing wage rate and the amount paid to each worker for each Day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by the DBE. 13.2.3. The DBE shall post, at appropriate conspicuous points on the Project site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned. 13.3. LABOR COMPLIANCEIPAYROLL RECORDS 13.3.1, Pursuant to Labor Code Section 1776, the DBE and each Subcontractor shall maintain weekly certified payroll records showing the name, address, social security number, work classification, straight time and overtime hours paid each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed in connection with the Project. The DBE shall certify under penalty of perjury that records maintained and submitted by the DBE are true and accurate. The DBE shall also require Subcontractor(s) to certify weekly payroll records under penalty of perjury. 13.3.2. In accordance with Labor Code section 1771.4, the DBE and each Subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations ("DIR") on a weekly basis and in the format prescribed by the DIR. This may include electronic submission. DBE shall ensure full compliance with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement and all other applicable labor law. 13.3.3. Any stop orders issued by the DIR against DBE or any Subcontractor that affect DBE's performance of Work, including any delay, shall be DBE's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered DBE caused delay subject to any applicable liquidated damages and shall not be compensable by the Agency. DBE shall defend, indemnify and hold the Agency, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against DBE or any Subcontractor. 13.3.4. The payroll records described herein shall be certified and submitted by the DBE at a time designated by the Agency. The DBE shall also provide the following: A2-52 99999 916601326731-"14 i 13.3.5. A certified copy of the employee's payroll records shall be made available for inspection or furnished to such employee or his or her authorized representative on request. 13.3.6. A certified copy of all payroll records described herein shall be made available for inspection or furnished upon request of the DIR. 13.3.7. Unless submitted electronically, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement ("DLSE") of the DIR or shall contain the same information as the forms provided by the DLSE. 13.3.$. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, the Agency, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address and social security number. The name and address of the DBE awarded the Contract or performing the contract shall not be marked or obliterated. 13.3.9. In the event of noncompliance with the requirements of this Article 6.17C, the DBE shall have ten (10) Days in which to comply subsequent to receipt of written notice specifying any item or actions necessary to ensure compliance with this Article 6.17C. Should noncompliance still be evident after such ten (10) day period, the DBE shall, as a penalty to the Agency, forfeit One Hundred Dollars ($100.00) for each day, or portion thereof, for each worker until strict compliance is effectuated. Upon the request of DIR, such penalties shall be withheld from contract payments. 13.3.10. In submitting the Proposal on this Project, it shall be the DBE's sole responsibility to evaluate and include the cost of complying with all labor compliance requirements under this Contract and Applicable Law in its Proposal. 13.3.11. The DBE shall include provisions of this Article 6.17C in all Subcontracts and require Subcontractors to comply with these provisions at no additional cost to Agency. 13.4. APPRENTICES 13.4.1. The DBE's attention is directed to the provisions of Sections 1777.5, 1777.6, and 1777.7 of the Labor Code concerning employment of apprentices by the DBE or any Subcontractor. The DBE shall obtain a certificate of apprenticeship before employing any apprentice pursuant to Sections 1777.5, 1777.6, and 1777.7 of the Labor Code. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from DIR, the Administrator of Apprenticeships, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. Knowing violations of Labor Code section 1777.5 will result in forfeiture not to exceed one hundred dollars ($100.00) for each calendar day of non-compliance pursuant to Labor Code section 1777.7. A2-53 99999 91660 32673104 1 13.5. NONDISCRIMINATION 13.5.1. Pursuant to Labor Code section 1735 and other applicable provisions of law, the DBE and its Subcontractors shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, political affiliation, marital status, or handicap on this Work. The DBE will take affirmative action to ensure that employees are treated during employment or training without regard to their race, color, religion, sex, national origin, age, political affiliation, marital status, or handicap. 13.6. PUBLIC WORKS REGISTRATION 13.6.1. Pursuant to Labor Code sections 1725.5 and 1771.1, the DBE and its Subcontractors must be registered with the Department of Industrial Relations prior to the execution of a contract to perform public works. By entering into this Contract, DBE represents that it is aware of the registration requirement and is currently registered with the DIR. DBE shall maintain a current registration for the duration of the Project. DBE shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any Subcontract and ensure that all Subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project. 13.7. DEBARMENT 13.7.1. Contractors or subcontractors may not perform work on a public works project with a subcontractor who is ineligible to perform work on a public project pursuant to Labor Code section 1777.1 or 1777.7. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid, or may have been paid to a debarred subcontractor by a contractor on the project shall be returned to the Agency. The DBE shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the Project. ARTICLE 14. MISCELLANEOUS PROVISIONS 14.1. THIRD -PARTY CLAIMS (Pub. Contract Code § 9201.) 14.1.1. The Agency will provide the DBE with timely notice of any third party claim relating to the Contract for the Project. The Agency also retains full authority to compromise or otherwise settle any claim related to the Contract for the Project. 14.2. ANTI-TRUST CLAIM ASSIGNMENT (Pub. Contract Code §7103.5).) 14.2.1. The Agency shall provide the DBE with timely notification of the receipt of any third -party claim, relating to the Contract and the Agency is entitled to recover its reasonable costs incurred in providing such notification. At final payment, DBE or subcontractor must agree to assign awarding party all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) A2-54 99999 91660\32673104 1 or under the Cartwright Act (Chapter 2 commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. 14.3. GOVERNING LAW 14.3.1. This Contract shall be governed by the laws of the State of California; venue shall be in the locale of the Project. 14.4. SUCCESSORS AND ASSIGNS 14.4.1. The Agency and the DBE respectively bind themselves and their successors, permitted assigns, and legal representatives to the other Party and to the successors, permitted assigns, and legal representatives of such other Party in respect to covenants, Contracts, and obligations contained in the Contract Documents. Neither Party to the Contract shall assign the Contract, in whole or in part, without prior written consent of the other Party, which may not be unreasonably withheld, conditioned or delayed. Notwithstanding any such assignment, each of the original contracting parties shall remain legally responsible for all of its obligations under the Contract. Should a change be contemplated in the name or nature of the DBE's legal entity, the DBE shall first notify Agency in order that proper steps may be taken to have the change reflected in the Contract Documents and all related documents. No change of the DBE's name or nature will affect Agency's rights under the Contract Documents, including but not limited to the bonds and insurance. 14.5. RIGHTS AND REMEDIES 14.5.1. All the Agency's rights and remedies under the Contract Documents will be cumulative and in addition to, and not in limitation of, all other rights and remedies of the Agency under the Contract Documents or otherwise available at law or in equity. 14.5.2. No action or failure to act by the Agency or the Agency's Representative will constitute a waiver of a right afforded them under the Contract, nor will such action or failure to act constitute approval of or acquiescence in a condition or breach thereunder, except as may be specifically agreed in writing. No waiver by the Agency or the Agency's Representative of any condition, breach or default will constitute a waiver of any other condition, breach or default; nor will any such waiver constitute a continuing waiver. 14.5.3. No provision contained in the Contract Documents shall create or give to third parties any claim or right of action against the Agency, the Agency's Representative, or the DBE. 14.6. SURVIVAL 14.6.1. The provisions of the Contract which by their nature survive termination of the Contract or Final Completion, including all warranties, indemnities, A2-55 99999 91660 32673104 1 payment obligations, and the Agency's right to audit the DBE's books and records, shall remain in full force and effect after Final Completion or any termination of the Contract. 14.7. COMPLETE CONTRACT 14.7.1. The Contract Documents constitute the full and complete understanding of the Parties and supersede any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may be modified only by a written instrument signed by both Parties or as provided in Article 7. 14.8. SEVERABILITY OF PROVISIONS 14.8.1. If any one or more of the provisions contained in the Contract Documents should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 14.9. THE AGENCY'S RIGHT TO AUDIT 14.9.1. Subject to the confidentiality obligations contained within the Contract Documents, the Agency and entities and agencies designated by the Agency will have access to and the right to audit and the right to copy at the Agency's cost all of the DBE's books, records, contracts, correspondence, instructions, drawings, receipts, vouchers, purchase orders, and memoranda relating to the DBE's performance of Work on this Project. The DBE shall preserve all such records and other items for a period of at least three (3) years after Final Completion. If the DBE submits a Change Order Request or a Claim to Agency, Agency shall have the right to audit the DBE's books, records, documents, and other evidence to the extent they are relevant. 14.10. NOTICES 14.10.1. Except as otherwise provided, all notices, requests, demands, and other communications to be given under the Contract Documents shall be in writing and shall be transmitted by one of the following methods: Personally delivered; Sent by telecopy where receipt is confirmed; Sent by courier where receipt is confirmed; Sent by electronic mail (e-mail) where receipt is confirmed; and Sent by registered or certified mail, postage prepaid, return receipt requested. Such notices and other communications shall be deemed given and received upon actual receipt in the case of all except registered or certified mail; and in the case of registered or certified mail, on the Date shown on the return receipt or the Date delivery during normal business hours was attempted. Such notices and communications shall be given at the respective street addresses set forth in the Contract. Such street addresses may be changed by notice given in accordance with this Section 15.8. 14.11. STATUTORY LIMITATION 14.11.1. Commencement of statutory limitation periods and statute of repose periods shall be as follows: A2-56 99999 9166M32673104 1 14,11.1.1. As to acts or failures to act occurring prior to Final Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Final Completion. 14.11.1.2. As to acts or failures to act occurring after the Date of Final Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the Date of any act or failure to act by the DBE pursuant to any applicable warranty, the Date of any correction of work on the Project or failure to correct work by the DBE, or the Date of actual commission of any other act or failure to perform any duty or obligation by the DBE or the Agency, whichever occurs last. 14.11.1.3. The time period for the applicable Statute of Repose shall commence to run at Final Completion of the Project. 14.12. STATE LICENSE BOARD NOTICE 14.12.1. Contractors are required by law to be licensed and regulated by the DBE's State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, the Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826. 14.13. INTERPRETATION 14.13.1. This Contract shall not be construed in favor of or against any Party, but shall be construed as if all Parties prepared this Contract. A2-57 99999 91660\32673104 1 Executed in Duplicate Bond No. 72BSBI04523 ATTACHMENT 3 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, The City of Palm Springs ("Agency") has awarded to Avidex Industries, LLc , ("DBE") an agreement for Pavilion Acoustic Upgrades, CP 20- 27 (hereinafter referred to as the "Project"). WHEREAS, the work to be performed by the DBE is more particularly set forth in the Contract Documents for the Project dated , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the DBE is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, Avidex Industries, Lac the undersigned DBE and Hartford Fire Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Agency in the sum of One Hundred Twelve Thousand Seven Hundred Eighty Three & 001100 dollars, ($112,783.00 ), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the DBE, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one (1) year guarantee of all materials and workmanship; and shall indemnify and save harmless the Agency, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney's fees, incurred by Agency in enforcing such obligation, The obligations of Surety hereunder shall continue so long as any obligation of DBE remains. Nothing herein shall limit the Agency's rights or the DBE or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. 99999 91660 32673104 1 Whenever DBE shall be, and is declared by the Agency to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Agency's option: (1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or (2) Obtain a Bid or Bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible Bidder, arrange for a Contract between such Bidder, the Surety and the Agency, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract price, including other costs and damages for which Surety may be liable. The term "balance of the Contract price" as used in this paragraph shall mean the total amount payable to DBE by the Agency under the Contract and any modification thereto, less any amount previously paid by the Agency to the DBE and any other set offs pursuant to the Contract Documents. (3) Permit the Agency to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the Contract price, including other costs and damages for which Surety may be liable. The term "balance of the Contract price" as used in this paragraph shall mean the total amount payable to DBE by the Agency under the Contract and any modification thereto, less any amount previously paid by the Agency to the DBE and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the Agency may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the DBE. Surety shall not utilize DBE in completing the Project nor shall Surety accept a Bid from DBE for completion of the Project if the Agency, when declaring the DBE in default, notifies Surety of the Agency's objection to DBE's further participation in the completion of the Project. A 3-' 99999 9 1 660\32673104 1 The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. IN WITNESS WHEREOF, we have hereunto set our hands and seals this 30th day of November , 20 21 . Avidex Industries, LLC Design -Bud E t'tr resident 6RWNIGgA'L Wf444AUL Hartford F Insurance Company Surety By: Attrney-in-Fact, Lawrence F. McMahon The rate of premium on this bond is $9.50 per thousand. The total amount of premium charges, $ 1,071.00 Subject to adjustment based on final contract price. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) Hartford Fire Insurance Company One Pointe Drive, 6th Floor, Brea, CA 92821 (Name and Address of Agent or NA Representative for service of process in California, if different from above) (Telephone number of Surety and (714)674-1307 Agent or Representative for service of process in California) NOTE: A copy of the Power -of -Attorney to local representatives of the bonding company must be attached hereto. A3-3 99999 91660132673104 1 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On before me, EA YOUNG , Notary Public, (Here insert name and title of the officer) personally appeared �� f"aTe [ L _ --- _. -- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he."sheithey executed the same in his/her/their authorized capacity(ies), and that by his/her. -their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNES and and official seal. *my Notary Pubift: California Oran;e County omm.ssiane 2 ct 6, 2 Comm. Expires Oct b, 2023 (Notary Seal I Signof NotaryVAdc ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued, Number of Pages Document Date___ (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document The only exception is if a document is to be recorded outside of California In such instances. any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e certifying the authorized capacity of the signer) Please check the document carefully for proper notarial wording and attach this form if required • State and County Information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(sl personally appeared which must also be the same date the acknowledgment is completed • The notary public must print his OF her name as it appears within his or her commission followed by a comma and then your title (notary public) • Print the name(s) of document signet(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i c helsheldw5L, is lays ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording • The notary seal impression must be clear and photographical'y reproducible Impression must not cover text or lines. If seal impression smudges, re -seal it a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. s Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. rr Indicate title or type of attached document, number of pages and date 4, Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004 20t5 Protink Signing Se ce. Inc Al highs Reservtd w .ThePro1,mk corn - Nationwide NauryService CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Civil Code § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA County g of San Diego On November 29, 2021 before me, Maria Guise , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s) of Signers) MAI R GUISE COMMISSION # 2283717 �j Notary Public - California c J ORANGE COUNTY MYComm Expires Apr 14.2023 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personM whose name(W is/#f# subscribed to the within instrument and acknowledged to me that he/# f#� executed the same in his/ft# f#Wt authorized capacity and that by his/ft#fA signature(Q on the instrument the person(40, or the entity upon behalf of which the person* acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my and an ffcial seal. Signature Sign re of Notary Public Maria Guise OPTIONAL Though the information below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(a) Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s):_ ❑ Partner ❑ Limited ❑ General 9 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Surety Company Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer—Titie(s): — ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Direct lnquirleslClalms to: THE HARTFORD BOND, T-11 POWER OF ATTORNEY Hartford, ConrtfneordcticuPlatz06155One Haa Bcnd,Clalmst8lthghjrff2rd.com call.888-266-3488 or fax- 860-757.5835 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Name: ALLIANT INSURANCE SERVIC:ES IN Agency Code: 72-160200 0 Hartford Fire Insurance Company, a corporation duly organized under the laws of the State of Connecticut 0 Hartford Casualty Insurance Company, a corporation duly organized under the laws of the State of Indiana Hartford Accident and Indemnity Company, a corporation duly organized under the laws of the State of Connecticut Hartford Underwriters Insurance Company, a corporation duly organized under the laws of the State of Connecticut Twin City Fire Insurance Company, a corporation duly organized under the laws of the State of Indiana Q Hartford insurance Company of Illinois, a corporation duly organized under the laws of the State of Illinois Hartford Insurance Company of the Midwest, a corporation duly organized under the laws of the State of Indiana 0 Hartford Insurance Company of the Southeast, a corporation duly organized under the laws of the State of Florida having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint up to the amount of Unlimited : Lilia De Loera, Maria Guise, Janice Martin, Lawrence V. McMahon, Sarah Myers of SAN DIEGO, California their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign its name as surety(ies) only as delineated above by ®, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. In Witness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on May 23, 2016 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. too �► r�nnnaMj. tp11MY► SORG(D I in Shelby Wiggins, Assistant Secretary Joelle L. LaPierre, Assistant Vice President STATE OF FLORIDA SS. Lake Mary COUNTY OF SEMINOLE On this 20th day of May, 2021, before me personally came Joelle LaPierre, to me known, who being by me duly sworn, did depose and say: that (s)he resides in Seminole County, State of Florida; that (s)he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that (s)he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that (s)he signed his/her name thereto by like authority. :O}• f -,y�• .i9; ]essica Ciccone ,,Or�ti �,• My Commission HH 122280 Expires June 20, 2025 1, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force effective as of November 30, 2021 Signed and sealed in Lake Mary, Florida. �r1► • `��,K�`/w ••HIM �, 10 7 ti � � tO T 9 ¢ tt�71 Keith D. Dozois, Assistant Vice President Executed in Duplicate Bond No. 72BSBIQ4523 Premium Included in Performance Bond ATTACHMENT 4 PAYMENT BOND (LABOR AND MATERIALS) KNOW ALL MEN BY THESE PRESENTS: THAT WHEREAS, the City of Palm Springs ("Agency"), by action taken or a resolution passed , 20 has awarded to Avidex Industries, t1_c , hereinafter designated as the "Principal," a contract ("Contract") for the work described as follows: Pavilion Acoustic Uncrrades, City Project 20-27 C Proiect'2 - The City of Palm Springs is looking to upgrade its current audio equipment at the location listed above. The existing equipment consists of an Anchor BIG -QUAD Bigfoot speaker with two wireless microphones (MFG# BIG-QUAD-LM) and an outdated audio control cabinet. Given the geometry and acoustics of the Pavilion Gymnasium, combined with the existing equipment, this has led to poor audio performance via distortion and uneven sound distribution when in use during meetings and performances. The City is requesting an all- inclusive, lump sum, proposal to recommend audio equipment, optimize spacing of audio equipment, software, and installation. WHEREAS, said Principal is required to furnish a bond in connection with said Contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and Hartford Fire Insurance company as ven Surety, are held and firmly bound unto the Agency in the penal sum of HundreudEinhbiJhree&0u0/10oUse dollars ($ 112.783.00 ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the Work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the DBE and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such Work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the Agency in such suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation expenses. A4-I 99999.9166002673104 1 This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such Contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of Contract between the owner or Agency and original DBE or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on the 30th day of November 2021 the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body. (Corporate Seal of Principal, if corporation) (Seal of Surety) Avidex Industries, LLC Design-4wild ERAY By: reside- nt 15 G""fir_ mA'm � Hartford Fire Insurance Company Surety By: A rney-in-Fact , Lawrence F. McMahon (Attached Attorney -In -Fact Certificate and Required Acknowledgements) 4-: 99999 91660\32673104.1 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, EA YOUNG _ _ _ Notary Public, (Here insert name and title of the officer) personally appeared 'Ef6 c� 6 - �xrt I . If _ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he..'shefthey executed the same in his/her/their authorized capacity(ies), and that by his/heritheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. tikx�a G Signature of hot P blic E. A. YOUNG Notary Public - California qbmy Orange County Commission N 2308029 Comm. Expires Oct b, 2023 (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional mformationi CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other T INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must he properly completed and attached to that document The only exception is if a document is to be recorded outside of Cai+fornra In such instances any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer) Please check the document carefully for proper notarial wording and attach this form +f required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must pnnt his or her name as it appears within his or her comrnissroa followed by a comma and then your title (notary public). • Print the name(s) of document signers) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. helsherdtey— is lase ) or circling the correct forms Failure to correctly indicate this information may lead to rejection of document recording • The notary seal Impression must be clear and photographically reproducible Impression must not cover text or Imes If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. f Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. • Indicate title or type of attached document, number of pages and date. rr Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document C 2004-2015 ProUnk Signing Service Inc - All Righu Reserved www.rheeroLink.com - Nationwide Noury Service (;ALIFOKNIA ALL-PUKPU5E ACKNOWLEDGMENT Civil Code § A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA County San Diego o 9 On November 29, 2021 before me, Date Maria Guise Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Names) of Signer;a) MARIA GUISE COMMISSION # 22837173 Notary Public • California JORANGE COUNTY " My Comm Ewp ,e, 4n, 14 2023 Place Notary Seal Above 1189 , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(W whose name(* isl#j# subscribed to the within instrument and acknowledged to me that he/###/M executed the same in hislINOW authorized capacityQ## and that by his/ft#ff#W signature(Q on the instrument the person(]}, or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my anoa official seal. Signature Signature of Notary Public Maria Guise OPTIONAL Though the information below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer—Title(s):_ ❑ Partner ❑ Limited ❑ General d Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Surety Company Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer .----Tttle(s): — ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other! Signer is Representing: Direct Inquiries/Claims to: THE HARTFORD Bo"o,T_„ POWER OF ATTORNEY One Hartford Plaza Hartford, Connecticut 06155 Band.ClafmaMhehartford.com cal1-• 888-2663488 or fax: 860-757-5835 KNOW ALL PERSONS BY THESE PRESENTS THAT: Agency Name: ALLIANT INSURANCE SERVICES INC Agency Code: 72-160200 XO Hartford Fire Insurance Company, a corporation duly organized under the laws of the State of Connecticut © Hartford Casualty Insurance Company, a corporation duly organized under the laws of the State of Indiana 0 Hartford Accident and Indemnity Company, a corpa3ration duly organized under the laws of the State of Connecticut Hartford Underwriters Insurance Company, a corporation duly organized under the laws of the State of Connecticut Twin City Fire Insurance Company, a corporation duly organized under the laws of the State of Indiana QHartford Insurance Company of Illinois, a corporation duly organized under the laws of the State of Illinois 0 Hartford Insurance Company of the Midwest, a corporation duly organized under the laws of the State of Indiana Hartford Insurance Company of the Southeast, a corporation duly organized under the laws of the State of Florida having their home office in Hartford, Connecticut, (hereinafter collectively referred to as the "Companies") do hereby make, constitute and appoint, up to Ste amount of Unlimited : Lilia De Loera, Maria Guise, Janice V.artin, Lawrence: F. McMahon, Sarah Myers of SAN DIEGO, California the r true and lawful Attorney(s}in-Fact, each in their separate capacity if more than one 1s named above, to sign its name as surety(ies) only as delineated above by ®, and to execute, seal and acknowledge any and all bonds, undertakings, contracts and other written instruments in the nature thereof, on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or perm-tted in any actions or proceedings allowed by law. In Wltness Whereof, and as authorized by a Resolution of the Board of Directors of the Companies on May 23, 2016 the Companies have caused these presents to be signed by its Assistant Vice President and its corporate seals to be hereto affixed, duly attested by its Assistant Secretary. Further, pursuant to Resolution of the Board of Directors of the Companies, the Companies hereby unambiguously affirm that they are and will be bound by any mechanically applied signatures applied to this Power of Attorney. .:tn,. stiff tear }f bra•► AA► �`�.n„n�Mf. hrrr► ;{ t970e r�fn7' 71t� . .} Jib � ►•iJt • `4imrfsc •r.,a.•� Shelby Wigglns, Assistant Secretary Joelle L. LePlerre, Assistant Vice President STATE OF FLORIDA SS. Lake Mary COUNTY OF SEMINOLE On this 20th day of May, 2021, before me personally came Joelle LaPierre, to me known, who being by me duly sworn, did depose and say: that (s)he resides in Seminole County, State of Florida; that (s)he is the Assistant Vice President of the Companies, the corporations described in and which executed the above instrument; that (s)he knows the seals of the said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed by authority of the Boards of Directors of said corporations and that (s)he signed his/her name thereto by like authority. Jcssica Ciccone Gr IL,.` My Commission HH 122280 Expires June 20, 2025 I, the undersigned, Assistant Vice President of the Companies, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is still in full force effective as of November 30, 2021 Signed and sealed in Lake Mary, Florida. 070 Keith D. Dozois, Assistant Vice President ATTACHMENT 5 RATE SCHEDULE Authorizations, Change Orders The following billing rates consist of hourly rate, payroll taxes, workers' compensation insurance and overhead. All materials, subcontracts, site overhead, expenses at cost plus 22_%. Class Rate / hr Vice President NIA Senior Project Manager $89.74 Engineer $112.18 Project Manager $89.74 Designer $112.18 Assistant Project Manager $89.74 Site Supervisor $121.79 Senior Project Administrator $121.79 Project Administrator $121.79 As-r 99999.9 l 660\32673104.1 ATTACHMENT 6 WORKERS' COMPENSATION CERTIFICATION Labor Code section 3700 in relevant part provides: Every employer except the State shall secure the payment of compensation in one or more of the following ways: a. By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this state. b. By securing from the Director of Industrial Relations a certificate of consent to self -insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his employees. C. I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' 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 this Contract. Date: ) 21 2 1 7D2- r Name of DBE: Avidex Signature: Print Name: Brandon Morrell Title: General Manager (In accordance with Article 5 - commencing at section 1860, chapter 1, part 7, division 2 of the Labor Code, the above certificate must be signed and filed with the awarding body prior to performing any Work under this Contract.) 6-1 99999.91660132673104.1 A�RD® CERTIFICATE OF LIABILITY INSURANCE D060/20022DYVri) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Marsh USA, Inc. 1166 Avenue of the Amencas New York, NY 10036 R1.''CEIVI-_1) CONTACT NAME: _ PHONE FAX Not: E-MAIL ADDRESS: INSUR 8 AFFORDING COVERAGE NAICS INSURER A: Tokio Marine America Insurance Company 10845 CN702238245-Gail-GAUP-22-23 INSURED Avidex Industries, LLC 20382 Hermana Circle Office of tie City Clerk INSURER e: WWI Sumitomo Insurance Company Of America 20362 INSURER C Lake Forest CA 92630 INSURER ID: INSURER E NSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011235332-05 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPEOFINSURANCE ADDL SUER POUCYNUMBER POLICY EFF POLICY UP Dryy LIMITS A X COMMERCIAL GENERALL01&UTY X X CLL640345512 0613W2022 06(A 023 EACH OCCURRENCE $ 1,000,D00 CLAIMS -MADE rx-1 OCCUR OANIAUIE TO RENTED PREMISE Ea occurrence) S 1,000,000 MED UP (Any one ) $ 5,000 PERSONAL 3 ADV INJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2.01)0.0W RI - X POLICY E JECTPRO- LOC PRODUCTS -COMPIOP AGG S I'M0,000 S OTHER B AUTOMOBILELIABlL X X BVR8407292 0619012022 D6)362D23 COMBINED SINGLE LIMIT Ea accident S 1000000 X BODILY INJURY (Per person) S ANY AUTO ONMED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S X PROPERTYDAMAGE flper amdenl $ HIRED X NON-O MED AUTOS ONLY AUTOS ONLY S UMBRELLA UAB OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS UAB CLAIMS -MADE DED RETENTIONS S WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN IPEROTH- STATUTE ER _ ANYPROPRIETORIPARTNEWEXECUrIVE OFFICERNEMBER EXCLUDED' O NIA E.L. EACH ACCIDENT S (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ K yes. describe under DESCRIPTIONOFOPERATIONS belwv I EL DISEASE -POLICY LIMIT - - -- S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additton it Remarks Schedule, may W attached It more space N required) The City of Palm Springs, its officials, employees and agents am included as Additional Insured where required by written contract or agreement. This insurance is primary and non-contributory where required by MUen contract or agreement. 30 Days Notice of cancellation is provided to the holder as per attached endorsement City of Palm Springs 3200 E. Tahqunz Canyon Way Palm Springs. CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V&a,W4 IV-15114 49KC- Gi:Y•f:bIrb[:1dHF7:UZaiU:71F7:h\ I[F7: �dIRf0S:17�.U1 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0�OZS 0000367 SP 0239-CO1-P00387.1 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 a•� 0239 01-00-0000367-0001,00009.93 A�RD® CERTIFICATE OF LIABILITY INSURANCE D060/20022DYVri) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Marsh USA, Inc. 1166 Avenue of the Amencas New York, NY 10036 R1.''CEIVI-_1) CONTACT NAME: _ PHONE FAX Not: E-MAIL ADDRESS: INSUR 8 AFFORDING COVERAGE NAICS INSURER A: Tokio Marine America Insurance Company 10845 CN702238245-Gail-GAUP-22-23 INSURED Avidex Industries, LLC 20382 Hermana Circle Office of tie City Clerk INSURER e: WWI Sumitomo Insurance Company Of America 20362 INSURER C Lake Forest CA 92630 INSURER ID: INSURER E NSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011235332-05 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPEOFINSURANCE ADDL SUER POUCYNUMBER POLICY EFF POLICY UP Dryy LIMITS A X COMMERCIAL GENERALL01&UTY X X CLL640345512 0613W2022 06(A 023 EACH OCCURRENCE $ 1,000,D00 CLAIMS -MADE rx-1 OCCUR OANIAUIE TO RENTED PREMISE Ea occurrence) S 1,000,000 MED UP (Any one ) $ 5,000 PERSONAL 3 ADV INJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2.01)0.0W RI - X POLICY E JECTPRO- LOC PRODUCTS -COMPIOP AGG S I'M0,000 S OTHER B AUTOMOBILELIABlL X X BVR8407292 0619012022 D6)362D23 COMBINED SINGLE LIMIT Ea accident S 1000000 X BODILY INJURY (Per person) S ANY AUTO ONMED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S X PROPERTYDAMAGE flper amdenl $ HIRED X NON-O MED AUTOS ONLY AUTOS ONLY S UMBRELLA UAB OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS UAB CLAIMS -MADE DED RETENTIONS S WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN IPEROTH- STATUTE ER _ ANYPROPRIETORIPARTNEWEXECUrIVE OFFICERNEMBER EXCLUDED' O NIA E.L. EACH ACCIDENT S (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ K yes. describe under DESCRIPTIONOFOPERATIONS belwv I EL DISEASE -POLICY LIMIT - - -- S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additton it Remarks Schedule, may W attached It more space N required) The City of Palm Springs, its officials, employees and agents am included as Additional Insured where required by written contract or agreement. This insurance is primary and non-contributory where required by MUen contract or agreement. 30 Days Notice of cancellation is provided to the holder as per attached endorsement City of Palm Springs 3200 E. Tahqunz Canyon Way Palm Springs. CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V&a,W4 IV-15114 49KC- Gi:Y•f:bIrb[:1dHF7:UZaiU:71F7:h\ I[F7: �dIRf0S:17�.U1 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0�OZS 0000367 SP 0239-CO1-P00387.1 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 a•� 0239 01-00-0000367-0001,00009.93 Ago15 a. O CERTIFICATE OF LIABILITY INSURANCE D06/30/2023 DnYYp THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER MARSH USA, LLC. 1166 Avenue of the Americas CONTANAME,CTJoseph Chang PHONE FAX _ A/c No): ADDRESS, loseph.chang@marsh.com New Yolk, NY 70036 INSURE S AFFORDING COVERAGE NAIL a INSURER A: Toklo Marne America insurance Company 10945 CN102238245-Calif-GAUP-23-24 IN AREDvidex Industries, LLC INSURER B: Mitsui Sumitomo Insurance Company Of America 20362 20382 Barriers Circle INSURER C : INSURER D : Lake Forest CA 92630 INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: NYC-011235332-07 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INER I.M. TYPE OF INSURANCE AODL SUBR POLICY NUMBER POLICY MDDIYYF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY X X CLL6403455-13 06130/2023 0613U2024 EACH E 1,000,000 CI-AIMS-MADEX OCCUR DAMAGE TOR RENTED PREMISES EaocuXrence $ 1.000,000 MED EXP (Any one person) 5.000 PERSONALS ADV INJURY $ 1,000,000 GERL AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2'0DO'ODO X POLICY ❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OP AGO $ 1,OOD.000 $ OTHER' B AUTOMOBILELIABILMY X X BVR8407292 002023 06)3012024 COMBINED SINGLE LIMIT Ea accident $ 1000000 X BODILY INJURY (Par Person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLYNAUTOS BODILY INJURY (Per acocked) $ X PROPERTY DAMAGE Par accick $ HIRED NON -OWNED AUTOS ONLYAUTOS ONLY $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE EXCESS LIAR CLAIMS -MADE $ DED I I RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN PER OTH- STATUTE ER _ OFFICERPMEMUEREXC UD DTRIETORIPARTNERIEXECUTIVE NIA EL EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE S If yes describe under DESCRIPTION OF OPERATIONS below I -- $ E L DISEASE POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101, Additional Remarks Schedule, may W attached If more space Is required) The City of Palm Springs, its officials, employees and agents are included as Additional Insured where required by written contract or agreement. This insurance is primary and noncontnbutory where required by written contract or agreement. 30 Days Notice of cancellation is provided to the holder as per attached endorsement. CERTIFICATE HOLDER CANCELLATION City of Palm Springs RECEIVED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3200 E. Tahquilz Canyon Way Palm Springs, CA 92262 JUL 11 2023 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Hall AUTHORIZED REPRESENTATIVE Reception Desk of Marsh USA LLC ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 0001495 SP 0217 -COI-PO1495-I City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 0217.01-00-OW1495-OWI.0003194