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HomeMy WebLinkAbout00_5200_Agreement_042325.FinalPublic Safety Facilities City of Atascadero 00 5200 - 1 AGREEMENT DOCUMENT 00 5200 AGREEMENT THIS AGREEMENT dated this 23rd day of April, 2025 by and between F&H Construction, whose place of business is located: 1115 East Lockeford Street, Lodi, CA, 95240 (“Design-Build Entity”), and the City of Atascadero (“Owner”), acting under and by virtue of the authority vested in Owner by the laws of the State of California. CITY OF ATASCADERO PUBLIC SAFETY FACILITIES Fire Station No. 1 – 6005 Lewis Avenue, and Fire Station No. 2 – 9801 West Frontage Road, and Police Station – 5505 El Camino Real, Atascadero, CA 93422 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Design-Build Entity and Owner agree as follows: ARTICLE 1 - SCOPE OF WORK OF THE CONTRACT 1.01 Work of the Contract A. Design-Build Entity hereby agrees to serve as the Design-Build Entity for the Project identified herein, inclusive of complete planning, design and engineering services, construction management services, complete permitted plan sets, construction services, completion and building and systems commissioning services, and turnover of a complete, functional, and legally operable Project, in accordance with the Specifications, Drawings, and all other terms and conditions of the Contract Documents (“Work”). B. Without limiting the foregoing, Work specifically includes the following Additive Enhancements (Voluntary): 1. The following Additive Enhancements (Voluntary): None C. Without limiting the foregoing, Work specifically includes the following Voluntary Enhancements: 1. The following Voluntary Enhancements: None D. Without limiting the foregoing, Work specifically includes the following Deductive Items: 1. The following Deductive Items: None E. Without limiting the foregoing, Work specifically includes the following Alternative Technical Concepts: 1. The following Alternative Technical Concepts: None Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE Public Safety Facilities City of Atascadero 00 5200 - 2 AGREEMENT 1.02 Price for Completion of the Work A. Owner shall pay Design-Build Entity the following Contract Sum, thirty-one million, seventy-two thousand, three hundred and eighteen dollars ($31,072,318) for completion of Work in accordance with Contract Documents (including the Additive Enhancements (Voluntary), Voluntary Enhancements, Deductive Items, and Alternative Technical Concepts identified in paragraphs 1.01B, 1.01C, 1.01D and 1.01E above). 1.03 Alternates A. At Owner’s sole discretion, Work may also include one or more Alternates. To add any Alternate to the Work, Owner must notify Design-Build Entity no later than the applicable City Decision Point Date in Design-Build Entity’s Document 00 4200 (Proposal Form). Contract Sum will be adjusted (increased for an additive Alternate, decreased for a deductive Alternate) only by the Proposal Price for the Alternate, and Owner will pay no other amount on account of adding the Alternate to the Work. Addition of any Alternate shall be memorialized by Change Order and (other than any provision regarding payment) subject to all other Contract Documents requirements relating to Change Orders. ARTICLE 2 - COMMENCEMENT AND COMPLETION OF WORK 2.01 Commencement of Work A. Design-Build Entity shall commence Work on April 28, 2025. B. Owner reserves the right to modify or alter the Commencement Date. 2.02 Completion of Work A. Design-Build Entity shall achieve Final Completion of the entire Work no later than October 31, 2027, or 917 calendar days from the commencement of work. 2.03 Design and Construction Milestones A. Design-Build Entity shall also complete design and construction of the Project consistent with the following milestones. 1. Substantial Completion by September 30, 2027; 2. Certificate of Beneficial Occupancy of entire Project Recorded by September 30, 2027; 3. Final Completion of entire Project (completion of activation) by October 31, 2027. 2.04 Liquidated Damage Amounts A. Owner and Design-Build Entity recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the time specified herein, taking into account any extensions thereof allowed in accordance with the Contract Documents. Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE Public Safety Facilities City of Atascadero 00 5200 - 3 AGREEMENT B. Consistent with terms, conditions, stipulations and limitations in Document 00 7253 (General Conditions) regarding liquidated damages, Design-Build Entity and Owner agree that because of the nature of the Project, it would be impractical or extremely difficult to fix the amount of actual damages incurred by Owner because of a delay in completion of the Work. Accordingly, in the event of delay in completion of the Work, or any Phase or Subproject, Owner and Design-Build Entity agree that Design-Build Entity shall pay Owner as liquidated damages the number of Dollars provided below: 1. As liquidated damages for delay, Design-Build Entity shall pay Owner Two thousand-five hundred dollars ($2,500.00) for each Day that expires after the time specified herein for Design-Build Entity to achieve the Final Completion of the entire Work (paragraph 2.02A above), until achieved. 2.05 Scope of Liquidated Damages A. Measures of liquidated damages shall apply cumulatively. B. Limitations and stipulations regarding liquidated damages are set forth in Document 00 7253 (General Conditions). ARTICLE 3 - PROJECT REPRESENTATIVES AND STAFFING 3.01 Owner’s Project Administrator A. Owner has designated James R. Lewis as its Project Administrator to act as Owner’s Representative in those matters relating to the Contract Documents that do not require City Council approval. In the event Mr. Lewis is unavailable the Owner’s back up designee is Lara Christensen. B. To the extent City Council approval is not required, Project Administrator shall have authority over various matters pertaining to the Contract Documents and shall have sole authority to modify the Contract Documents on behalf of Owner, to accept work, and to make decisions or actions binding on Owner, and shall have sole signature authority on behalf of Owner. By this clause, Project Administrator is not assigned any rights or obligations that require City Council approval. C. Owner may assign all or part of the Project Administrator’s rights, responsibilities and duties to a Project Manager, Construction Manager, or other Owner Representative. 3.02 Design-Build Entity’s Project Manager and Dedicated Staff A. Design-Build Entity has designated Daniel Hoff as its Project Manager to act as Design- Build Entity’s Representative in all matters relating to the Contract Documents. For the construction phase, Brendan Corbett has been designated the Project Manager who shall be resident at the Project Site and shall be devoted solely to the Project. Design-Build Entity may not change the identity of its Project Managers without prior Owner written approval, which approval shall not be unreasonably withheld, provided such replacement has similar or greater experience and qualifications. B. Design-Build Entity’s Proposal provides an organization chart and lists the key personnel previously approved in the Request for Qualification Process Phase 1 Steps 1 and 2 or Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE Public Safety Facilities City of Atascadero 00 5200 - 4 AGREEMENT otherwise (together, “Key Personnel) Design-Build Entity intends to provide to the Project to perform its design, construction, and obligations under the Contract Documents, including but not limited to, their position, responsibility, resume and qualifications. Design- Build Entity represents that such staff have the necessary licenses, experience, and qualifications to satisfactorily perform the requirements of the Contract Documents and that at all times Design-Build Entity shall maintain such staff or similar staff having all necessary licenses, certifications, experience and skills necessary to perform all obligations of the Contract Documents. C. Design-Build Entity acknowledges that the quality and qualifications of the Key Personnel were important factors in Owner’s selection of Design-Build Entity for the Project. Design- Build Entity and Owner agree that the personal services of the Key Personnel is a material term of the Contract Documents, and substitution or removal or change in role or level of effort, of such Key Personnel would result in damages to the Owner, the measure of which would be impractical or extremely difficult to fix, and in lieu of which Owner and Contractor have agreed to liquidated damages as described below: 1. Owner may assess and Contractor shall accept liquidated damages in the amount of three (3) times the gross monthly salary for unauthorized substitutions of any Key Personnel. D. Liquidated damages for substitution of Key Personnel shall be deducted from the next applicable Application for Payment or, if insufficient, shall be paid by Design-Build Entity. E. No liquidated damages shall be due under this paragraph 3.02 for any substitution required due to death, incapacity, or separation from employment of Key Personnel provided substitution is approved by Owner and approval of the substitution is not unreasonably withheld by Owner. 3.03 Bridging Architect A. Ten Over Studios furnished the Bridging Documents (Performance Criteria and Concept Drawings) and shall have the rights assigned to Bridging Architect or Criteria Architect in the Contract Documents. ARTICLE 4 - CONTRACT DOCUMENTS 4.01 Contract Documents consist of the following documents, including all changes, Addenda, and Modifications thereto: Document 00 1119 Requests for Proposals Document 00 4200 Proposal Form, attached hereto Document 00 4330 Subcontractors List and all amendments thereto Document 00 5050 Notice of Intent to Award Document 00 5100 Notice of Conditional Award Document 00 5200 Agreement Document 00 5201 Bridging Documents Document 00 5500 Notice to Proceed with Construction Document 00 5501 Notice to Proceed with Design Services Document 00 6113.13 Construction Performance Bond Document 00 6113.16 Construction Labor and Material Payment Bond Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE Public Safety Facilities City of Atascadero 00 5200 - 5 AGREEMENT Document 00 6325 Substitution Request Form Document 00 6200 Withheld Contract Funds Certification Document 00 6290 Escrow Agreement for Security Deposits in Lieu of Retention Document 00 6530 Agreement and Release of Any And All Claims Document 00 6536 Guaranty Document 00 7253 General Conditions – Design Build Document 00 7380 Apprenticeship Program Document 00 9113 Addenda Division 01 Sections identified in Document 00 0110 (Table of Contents) The preceding documents shall be incorporated into this Agreement by reference. The documents listed below are included as attachments: Request for Proposals Addenda 1 through 6, inclusive Design-Build Entity’s Proposal for City of Atascadero dated November 4, 2024, and updated through negotiations on April 9, 2025. Fire Station #1 – City of Atascadero Budget Breakdown dated 1/21/25 Fire Station #2 – City of Atascadero Budget Breakdown dated 1/21/25 Police Station – City of Atascadero Budget Breakdown dated 1/21/25 Atascadero PSF – F&H Final/Value Engineering Budget New and Renovated Atascadero Public Safety Facilities dated 2/5/25. Scoping Documents: FS1 Narrative and FS1 Drawings dated 3/6/25 FS2 Narrative and FS2 Drawings dated 3/6/25 PD Narrative and PD Drawings dated 3/6/25 Boneso Drawings dated 1/6/25, 2/27/25, and 3/3/25 Boneso Inclusions and exclusions Thoma Drawings dated 3/10/25 Thoma Proposal dated 3/12/25 Scoping Document Spreadsheet dated 4/9/25 Atascadero PSF Equipment List 040925 Atascadero PSF Furnishing List 040925 Final Construction Documents (following receipt of all approvals required by other Contract Documents), whether listed on Document 00 4330 (Subcontractors List) or otherwise. In the event of any conflict or inconsistency between the documents listed above, the document most recently created shall take precedence. 4.02 There are no Contract Documents other than those listed above. The Contract Documents may only be amended, modified, or supplemented as provided in Document 00 7253 (General Conditions). Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE Public Safety Facilities City of Atascadero 00 5200 - 6 AGREEMENT ARTICLE 5 - MISCELLANEOUS 5.01 Terms and abbreviations used in this Agreement are defined in Document 00 7253 (General Conditions) and Section 01 4200 (References and Definitions) and will have the meaning indicated therein. Prior to executing this Agreement, Design-Build Entity has performed all required pre-construction investigations required and described in the Contract Documents, 5.02 All notices or demands to Owner or Design-Build Entity under the Contract Documents shall be in writing and directed to the other at the respective addresses identified under each party’s signatures below, or by hand delivery or to such other person(s) and address(es) as a party shall provide to another. Except as otherwise expressly provided herein, notices shall be dispatched by facsimile transmission, overnight delivery by reputable courier service and/or U.S. mail. Except as otherwise expressly provided herein, notices dispatched by facsimile or overnight delivery shall be deemed received on the business day following dispatch. Notices dispatched by U.S. mail shall be deemed received on the third business day following dispatch. In addition to the methods of notice set forth above, email transmission of PDF images shall be effective only if expressly acknowledged in writing (return email or read receipt is acceptable) within two business days as effective by the receiving party. 5.03 In order to induce Owner to enter into this Agreement, Design-Build Entity represents that it is duly organized, existing and in good standing under applicable state law; is licensed to perform all aspects of the Work; will employ only persons and subcontractors and designers with all required licenses and certifications; that Design-Build Entity is duly qualified to conduct business in the State of California; that Design-Build Entity has duly authorized the execution, delivery and performance of this Agreement, the other Contract Documents and the Work to be performed herein; and that the Contract Documents do not violate or create a default under any instrument, agreement, order or decree binding on Design-Build Entity. 5.04 Design-Build Entity shall not assign any portion of the Contract Documents. 5.05 Should any part, term, or provision of this Agreement or any of the Contract Documents, or any document required herein or therein to be executed or delivered, be declared invalid, void or unenforceable, all remaining parts, terms and provisions shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. If the provisions of any law causing such invalidity, illegality or unenforceability may be waived, they are hereby waived to the end that this Agreement and the Contract Documents may be deemed valid and binding agreements, enforceable in accordance with their terms to the greatest extent permitted by applicable law. In the event any provision not otherwise included in the Contract Documents is required to be included by any applicable law, that provision is deemed included herein by this reference (or, if such provision is required to be included in any particular portion of the Contract Documents, that provision is deemed included in that portion). 5.06 It is understood and agreed that in no instance are the persons signing this Agreement for or on behalf of Owner or acting as an employee, agent, or representative of Owner, liable on this Agreement or any of the Contract Documents, or upon any warranty of authority, or otherwise, and it is further understood and agreed that liability of Owner is limited and Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE Public Safety Facilities City of Atascadero 00 5200 - 7 AGREEMENT confined to such liability as authorized or imposed by the Contract Documents or applicable law. 5.07 In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, Design-Build Entity or Subcontractor offers and agrees to assign to the awarding body 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. §15) or under the Cartwright Act (Chapter 2 (commencing with §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. This assignment shall be made and become effective at the time Owner tenders final payment to Design-Build Entity, without further acknowledgment by the parties. 5.08 Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are deemed included in the Contract Documents and on file at Owner’s Office and shall be made available to any interested party on request. Pursuant to California Labor Code §§ 1860 and 1861, in accordance with the provisions of Section 3700 of the Labor Code, every Design-Build Entity will be required to secure the payment of compensation to his employees. Design-Build Entity represents that it is 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 Design-Build Entity shall comply with such provisions before commencing the performance of the Work of the Contract Documents. 5.09 Owner shall have the right to review all phases of Design-Build Entity’s design including, but not limited to, drawings, specifications, shop drawings, samples and submittals, as specified in the Contract Documents. Such review and other action shall not relieve Design-Build Entity of its responsibility for a complete design complying with the requirements of the Contract Documents; but rather, such review shall be in furtherance of Owner’s monitoring and accepting the design as developed and issued by the Design- Build Entity, consistent with these Contract Documents. Design-Build Entity’s responsibility to design and construct the Project in conformance with the Contract Documents shall be absolute. 5.10 This Agreement and the Contract Documents shall be deemed to have been entered into in the City of Atascadero, State of California, and governed in all respects by California law (excluding choice of law rules). The exclusive venue for all disputes or litigation hereunder shall be in the Superior Court for the County of San Luis Obispo. IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written. CITY OF ATASCADERO ______________________________________ James R. Lewis, City Manager Date:_______________________________ F&H CONSTRUCTION Design-Build Entity (D-BE) _____________________________________ Stephen Seibly, President Date:_______________________________ Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE 4/24/2025 4/24/2025 Public Safety Facilities City of Atascadero 00 5200 - 8 AGREEMENT ATTEST: CITY CLERK ___________________________________ Lara K. Christensen, City Clerk Date:_______________________________ APPROVED AS TO FORM AND LEGAL EFFECT: ___________________________________ Dave Fleishman, City Attorney Date:_______________________________ APPROVAL RECOMMENDED: ______________________________________ ______________________________________ Printed Name and Title Date:__________________________________ Address for giving notices: 1115 E. Lockeford Street Lodi, CA 95240 Stephen Seibly, President (209) 931-3738 sseibly@f-hconst.com Lic. #293306 / A&B D-BE’s License Number Classification(s) (If D-BE is a corporation, a partnership, or a joint venture, attach evidence of authority to sign) CORPORATE CERTIFICATE I, Harold Jones, certify than I am the Secretary of the Corporation named as D-BE in the foregoing Contract, that, Stephen Siebly who signed said Contract on behalf of the D-BE, was then President of said Corporation, that said Contract was duly signed for and in behalf of said Corporation by authority of its governing body and is within the scope of its corporate powers. (Corporate Seal) _______________________________________ (Secretary) END OF DOCUMENT Docusign Envelope ID: 550D8C5D-6809-4E59-9B01-0AD1AE924BCE 4/23/2025 4/24/2025