AGREEMENT FOR DESIGN, INSTALLATION AND …

1 1 AGREEMENT For design , INSTALLATION and commissioning for HVAC AND EMS EFFICIENCY PROJECT IMPLEMENTATION AGREEMENT FOR design , INSTALLATION AND commissioning FOR HVAC AND EMS EFFICIENCY PROJECT IMPLEMENTATION (PROJECT #14-013) This AGREEMENT for design , INSTALLATION and commissioning of HVAC and EMS Efficiency Project Implementation ( AGREEMENT ) is made as of _____, 20__,between the Solano Community College District ( District ) and , ( design -Builder ) (together, Parties ). 1. Services. design -Builder shall furnish to the District the labor, equipment, material, and services as described in Exhibits A-1 and A-2 attached hereto and incorporated herein by this reference ( Services or Work ). 2. Term. design -Builder shall commence providing services under this AGREEMENT upon execution of the AGREEMENT by both parties, and will diligently perform such Services as required and will achieve Final Completion of the Services on or before , 20.

2 Final Completion means that each of the following has been achieved in accordance with Prudent Industry Practices and the other requirements of the Contract Documents: (a) All units, controls and sensors have been installed;(b) All ancillary work to repair any damage caused by INSTALLATION is complete; (c) Successful testing of all units, controls and sensors to ensure they function correctly; and (d) The INSTALLATION is capable of operating safely in accordance with Prudent Industry Practices and all applicable Laws. 3. Liquidated Damages. Time is of the essence for all Work under this AGREEMENT . It is hereby understood and agreed that it is and will be difficult and/or impossible to ascertain and determine the actual damage that the District will sustain in the event of and by reason of design -Builder's delay; therefore, design -Builder agrees that it shall pay to the District the sum of ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500) per day as liquidated damages for each and every day s delay beyond the Final Completion Date that Final Completion is not achieved or fails to correct a performance deficiency within 48 hours of SCCD notification, excluding weekends It is hereby understood and agreed that this amount is not a penalty.

3 In the event any portion of the liquidated damages is not paid to the District, the District may deduct that amount from any money due or that may become due the design -Builder under this AGREEMENT , the District may seek recovery of Liquidated Damages from the Respondent s Performance Bond Surety and/or the District may seek recovery of Liquidated Damages from the Respondent or the Performance Bond Surety without having exhausted remedies against the other. Grants/Rebates/Incentives. design -Builder shall be responsible for obtaining all declared rebates from the public utility (PG&E) or any other declared source naming the SCCD as the payee. design -Builder shall use commercially reasonable efforts to support the District in obtaining an extension, if allowed and if necessary. The District may seek recovery of the declared rebate from the Respondent s Performance Bond Surety and/or the District may seek recovery of declared rebate.

4 This recovery is in the event that the design -Builder failed to meet all the utilities requirements for rebates. 4. Submittal of Documents. design -Builder shall not commence the Work under this AGREEMENT until the design -Builder has submitted and the District has approved the 2 AGREEMENT For design , INSTALLATION and commissioning for HVAC AND EMS EFFICIENCY PROJECT IMPLEMENTATION performance bond, payment (labor and material) bond, the certificate(s) and affidavit(s), and the endorsement(s) of insurance required as indicated below: __X_ Signed AGREEMENT ____ Proposal __X_ Notice to Proceed __X_ Terms and Conditions to Contract ____ Noncollusion Declaration _ X_ Prevailing Wage Certification _ X_ Workers Compensation Certification ____ Criminal Background Investigation Certification ____ Drug-Free Workplace Certification ____ Tobacco-Free Environment Certification _ X_ Asbestos & Other Hazardous Materials Certification ____ Lead-Product(s) Certification ____ Roofing Project Certification _ X_ Insurance Certificates and Endorsements _ X_ Performance Bond _ X_ Payment Bond ____ Specifications ___ Approved Submittals ____ Project Schedule _ X_ Exhibit A-1 ( System Description ) _ X_ Exhibit A-2 ( Scope of Work )

5 _ __ Maintenance Services AGREEMENT _ X_ Performance Guarantee ____ [Other] ____ [Other] The above-referenced documents shall be presented to the District for approval within seven (7) days after execution of the AGREEMENT . 5. Compensation. As compensation for the Work, the District shall pay to the design -Builder DOLLARS ($ ) ( Total Contract Price ). Such amount shall not be increased without the express approval of the Board. 6. Expenses. District shall not be liable to design -Builder for any costs or expenses paid or incurred by design -Builder in performing services for District. 7. Payment. On a monthly basis, design -Builder shall submit an application for payment based upon the estimated value for materials delivered or services performed under the AGREEMENT as of the date of submission ( Application for Payment ).

6 Within thirty (30) days after District s approval of the Application for Payment, design -Builder shall be paid a sum equal to ninety percent (90%), a higher retention amount is required pursuant to Public Contract Code section 7201(b)(4), of the value of the Work performed (as verified by District s designated representative and Inspector and certified by design -Builder) up to the last day of the previous month, less the aggregate of previous payments and amount to be withheld. The District may deduct from any payment an amount necessary to protect the District from loss because of: (1) any sums expended by the District in performing any of design -Builder s obligations under the AGREEMENT which design -Builder has failed to perform or has performed inadequately; (2) defective Work not remedied; (3) stop notices as allowed by state law; (4) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract price or by the scheduled completion date; (5) unsatisfactory prosecution of the Work by design -Builder; (6) unauthorized deviations from the AGREEMENT .

7 (7) failure of the design -Builder to maintain or submit on a timely basis proper and sufficient documentation as 3 AGREEMENT For design , INSTALLATION and commissioning for HVAC AND EMS EFFICIENCY PROJECT IMPLEMENTATION required by the AGREEMENT or by District during the prosecution of the Work; (8) erroneous or false estimates by the design -Builder of the value of the Work performed; (9) any sums representing expenses, losses, or damages, as determined by the District, incurred by the District for which design -Builder is liable under the Contract; and (10) any other sums which the District is entitled to recover from design -Builder under the terms of the AGREEMENT or pursuant to state law, including section 1727 of the California Labor Code. The failure by the District to deduct any of these sums from a progress payment shall not constitute a waiver of the District s right to such sums.

8 The District shall retain 10% from all amounts owing as retention. Retention shall be paid pursuant to Public Contract Code sections 7107 and 7200. 8. Independent Contractor. design -Builder, in the performance of this AGREEMENT , shall be and act as an independent contractor. design -Builder understands and agrees that he/she and all of his/her employees shall not be considered officers, employees, agents, partner, or joint venture of the District, and are not entitled to benefits of any kind or nature normally provided employees of the District and/or to which District's employees are normally entitled, including, but not limited to, State Unemployment Compensation or Worker's Compensation. design -Builder shall assume full responsibility for payment of all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to design -Builder's employees.

9 design -Builder shall be liable for its own actions, including its negligence or gross negligence, and shall be liable for the acts, omissions, or errors of its agents or employees. 9. Standard of Care. design -Builder's Services will be performed, findings obtained, reports and recommendations prepared in accordance with generally and currently accepted principles and practices of Lighting Practices and all Applicable Law, including the applicable provisions of California Code of Regulations, Title 24, Pacific Gas and Electric, Co. s applicable rebate requirements ( PG&E ), and the District s design Guides and Technical Specifications. design -Builder represents and warrants that it is fully experienced in projects of the nature and scope of Work, and that it is properly qualified, licensed and equipped to supply and perform the Work. The Work completed herein must meet the approval of the District and shall be subject to the District s general right of inspection and supervision to secure the satisfactory completion thereof.

10 10. Originality of Services. design -Builder agrees that all technologies, formulae, procedures, processes, methods, writings, ideas, dialogue, compositions, recordings, teleplays and video productions prepared for, written for, or submitted to the District and/or used in connection with this AGREEMENT , shall be wholly original to design -Builder and shall not be copied in whole or in part from any other source, except that submitted to design -Builder by District as a basis for such services. 11. Copyright/Trademark/Patent. design -Builder understands and agrees that all matters produced under this AGREEMENT shall become the property of District and cannot be used without District's express written permission. District shall have all right, title and interest in said matters, including the right to secure and maintain the copyright, trademark and/or patent of said matter in the name of the District.