Vista-Grande-Replacement-Project-RFQ-2017-2018

Page 19 Appendix Appendix 1 Campus Map and Project Site, consisting of 1 page Appendix 2 Sample Service Agreement with Contractor, consisting of 16 pages 2-A Insurance Requirements, con

Cal Poly Corporation

REQUEST FOR QUALIFICATIONS

Furniture Design, Procurement, and Installation for the Vista Grande

Replacement Project

RFQ VG2017-2018

November 17, 2017

Mike Thornton Director of Business & Concept Development

C O N T E N T S

Submittal Requirements Page 3

Section 1 Purpose and General Provisions Page 4

Section 2 Proposed Schedule of Events Page 9

Section 3 Qualifications Page 10

Section 4 Scope of Services Page 12

Section 5 Statement of Qualifications, Instructions, and Format Page 16

Section 6 Evaluation and Criteria ……… Page 19

Appendix

Appendix 1 Campus Map and Project Site, consisting of (1) page

Appendix 2 Sample Service Agreement with Contractor, consisting of (16) pages

2-A Insurance Requirements, consisting of (2) pages 2-B IRS W-9 Form – Request for Taxpayer Identification Number and Certification,

consisting of (1) page Appendix 3 Furniture Plan - Basis for Design (Prepared by DLR Group Inc.), consisting of (3) pages

Appendix 4 Policies and Guidelines

4-A CSU Seismic Requirements, consisting of (41) pages 4-B CSU Procedure Manual for Capital Projects, consisting of (47) pages 4-C Cal Poly Campus Standards, consisting of (128) pages

4-D Access Compliance Design Guideline, consisting of (6) pages 4-E Cal Poly Rules for Performing Electrical Work on Campus, consisting of (1) page

REQUEST FOR QUALIFICATIONS Furniture Design, Procurement, and Installation for the Vista Grande Replacement Project

RFQ VG2017-2018 November 17, 2017

DELIVERY OF SUBMITTALS

Six (6) hard copies and one (1) pdf copy of responses to this RFQ are due no later than

1:00 p.m PST on January 4, 2018 at the Cal Poly Corporation Administration Office,

Bldg 015, Attn: Mike Thornton Proposals received after the above date and time will not

be considered

Note: All mail, including FedEx and UPS, is delivered centrally to campus and is

then distributed to Corporation departments, which may delay receipt by a day or

more Overnight or two-day delivery is recommended to ensure timely delivery

QUESTIONS

All questions related in any way to this RFQ (technical, contractual, or otherwise) must be

submitted via email Attn: Mike Thornton mthornto@calpoly.edu

no later than December 4, 2017, by 3:00 p.m PST

UPDATES

It is the responsibility of all interested parties to check the Corporation’s website for updates,

addenda, and general information regarding this RFQ

http://www.calpolycorporation.org/publications/requests-for-proposal/

CONFIRMATION OF RECEIPT

It is preferred that any interested parties confirm receipt of this RFQ via email to Mike

Thornton at mthornto@calpoly.edu by 5:00 p.m PST on November 27, 2017.

SECTION 1 Purpose and General Provisions 1.1 Purpose and Summary of Request for Qualifications (RFQ)

The Cal Poly Corporation (Corporation), a nonprofit auxiliary of California Polytechnic State University, San Luis Obispo (University), is proposing to retain the services of a furniture designer / vendor licensed

in the state of California (Service Provider) with verifiable experience working with dining facilities who

meet all requirements of this RFQ, to assist the Corporation in the planning, design development,

procurement, and installation of furniture for the Vista Grande Replacement Project

The purpose of this request is to obtain qualifications, capabilities, and pricing structure from qualified firms The selected Respondent will enter into a professional services agreement with the Corporation The anticipated total project cost is $500,000.00 with a timeframe from January 2018 to Spring 2019

Cal Poly is a nationally ranked, four-year, comprehensive public university located in San Luis Obispo, halfway between San Francisco and Los Angeles on California's Central Coast It is a distinctive learning community offering academically-focused students a hands-on educational experience that prepares them for today's scientific and technical world The University has a student population of about 21,000 FTE in six colleges

The building will be LEED certified, with a sustainable and resource-efficient design It should be noted that equipment and appliances for the commercial kitchen are NOT part of this RFQ A basis for design has been prepared for this project, and prevailing wage rates will apply The Corporation is seeking a

“Best Value” approach to this project

In general, the Scope of Services, as outlined in Section 4, is for planning, design development,

procuring, and installation of furniture for the Vista Grande Replacement Project The firm selected

under this RFQ would contract with the Corporation per a Corporation Service Agreement with Contractor A sample agreement is included for reference (See Appendix 2)

1.2 Corporation Representative

Managing Office for the Selection Process is:

Mike Thornton, Director of Business & Concept Development

Cal Poly San Luis Obispo

1 Grand Ave., Bldg 15, San Luis Obispo, CA 93407-0707

1.4 Submission of Statement of Qualifications

Six (6) hard copies and one (1) portable data file (.PDF) copy of responses to this RFQ are due no later than 1:00 p.m PST on January 4, 2018 at the Cal Poly Corporation Administration Office, Bldg 015, Attn: Mike Thornton The PDF copy must be stored on a CD, flash drive or other removable storage device Proposals received after the above date and time will not be considered

Please note that all mail, including FedEx and UPS, is delivered centrally to campus and is then

distributed to Corporation departments, which may delay receipt by a day or more Overnight or

two-day delivery is recommended to ensure timely delivery

The purpose of this proposal is to demonstrate your firm’s ability to provide the required Services Respondents are urged to submit concise proposals, appropriate to the scale of the Services as outlined

in this RFQ, and include only items that are relevant to the specific Services For the selection committee's ease in reviewing proposals, please format bookmarks for each section; index and number all pages

1.5 Questions regarding the RFQ

All questions related in any way to this RFQ (technical, contractual, or otherwise) must be submitted via email Attn: Mike Thornton mthornto@calpoly.edu no later than December 4, 2017, by 3:00 p.m PST in accordance with the instructions and format specified in Section 5 of this RFQ

1.6 Statement of Qualifications Delivery

The Respondent is solely responsible for ensuring receipt of the submittals at the Corporation Administration Office no later than the date and time specified

1.7 Contract Documents

The Respondent firm selected as Service Provider will be required to sign an agreement which will consist of a Corporation Service Agreement with Contractor and applicable exhibits (see Appendix 2) In the event of a conflict between documents, the following order of precedence shall apply:

A Agreement with Corporation

B Contract appendices listed in the Agreement

C Request for Qualifications (RFQ) and any Addenda

D Respondent’s Statement of Qualifications

1.8 Errors and Omissions

If a Respondent discovers any ambiguity, conflict, discrepancy, omission or other error in the RFQ or any

of its attachments, they shall immediately notify the Corporation of such error in writing and request modification or clarification of the document Modifications will be made by addendum and referenced at the Corporation’s website: http://www.calpolycorporation.org/publications/requests-for-proposal/

If a Respondent fails to notify the Corporation prior to the date fixed for submission of questions of an error in the RFQ known to them, or an error that reasonably should have been known to them, they shall submit a Statement of Qualifications at their own risk, and if they are awarded the contract, they shall not

be entitled to additional compensation or time extension by reason of the error or its later correction

1.9 Addenda

The Corporation may modify this RFQ, any of its key action dates, or any of its attachments, prior to the date fixed for submission of statements of qualifications, by posting addenda on the Corporation’s website at: http://www.calpolycorporation.org/publications/requests-for-proposal/

1.10 Respondent’s Cost

Costs for developing a Statement of Qualifications are entirely the responsibility of the Respondent and shall not be chargeable to the Corporation

1.11 Rejection of Statement of Qualifications

The Corporation may reject any or all Statements of Qualifications and may waive any immaterial deviation in a Statement of Qualifications The Corporation’s waiver of an immaterial defect shall in no way modify the RFQ documents or excuse the Respondent from full compliance with the specifications if they are awarded the contract Statement of Qualifications referring to terms and conditions other than the Corporation’s terms and conditions may be rejected as being non-responsive

1.12 Cancellation

While it is the intent of the Corporation to proceed with this appointment, this solicitation does not obligate the Corporation to enter into a contract The Corporation reserves the right to cancel this RFQ at any time, should the Corporation determine it is in its best interest to do so No obligation, either expressed or implied, exists on the part of the Corporation to make an award or to pay any costs incurred in the preparation or submission of a Statement of Qualifications

1.13 Execution of the Contract

It is the current intent of the Corporation to use the evaluation process for each Statement of Qualifications to select a short list of qualified Respondents Selected Respondents will be asked to participate in an interview in order to evaluate each Respondent prior to final selection and contract award

The contract shall be signed by the selected Respondent and returned to the Corporation along with the required attachments (including all required insurance documents) within ten (10) working days of receiving the Agreement from the Corporation The period of execution may be changed by the Corporation Contracts are of no effect until approved by the appropriate Corporation officials Any work performed prior to receipt of a fully executed contract shall be at Service Provider’s own risk

Failure to execute the contract, comply with other requirements, and/or provide all required attachments (including all required insurance documents) within the time frame identified above shall be sufficient cause for voiding the award If the selected Respondent refuses or fails to execute the contract, the Corporation may award the contract to the next qualified highest ranked Respondent

1.14 Statement of Qualifications Disposition

Each Statement of Qualifications becomes the property of the Corporation Information submitted in the Statement of Qualifications may be subject to disclosure laws The Corporation reserves the right to make use of any information or ideas contained in submittals All materials, ideas, and formats submitted

in response to this RFQ will become the property of the Corporation on receipt and may be returned only

at the Corporation’s option and at the Respondent’s expense One copy shall be retained in the Corporation’s official files

1.15 Public Record

After the award and execution of a contract resulting from this RFQ, Respondents’ Statements of Qualification become public record and are available for review during the Corporation’s regular office hours The Corporation will, in good faith and to the extent allowed by law, protect Respondent information that is clearly designated and conspicuously labeled as proprietary, and the Corporation agrees that the information is proprietary If the Respondent needs to submit proprietary information with

the proposal, the Respondent shall ensure that it is enclosed in a separate envelope from the

proposal and that it is conspicuously labeled as such The envelope must also contain the

reason(s) why the enclosed material is to be considered proprietary At no time shall the entire

proposal be considered proprietary and be kept confidential

The Corporation shall not be liable in any manner or in any amount for disclosing proprietary information if such information is not clearly so designated and conspicuously labeled; otherwise, the Corporation must provide the information under the California Public Records Act The Corporation shall likewise not be liable if it did not know or could not have reasonably known that such information was proprietary

Pricing information cannot be considered proprietary or confidential

1.16 Non-Endorsement

If a submittal is accepted, the awardee shall not issue any news releases or other statements pertaining

to the award of an agreement that states or implies Corporation endorsement of the Respondent’s services

1.17 Indemnification

The Corporation directs your attention to the mandatory requirements for defense and indemnification contained in the Services Agreement with Contractor (see Section 20 of the Services Agreement with Contractor contained in Appendix 2 of this RFQ) No exceptions to such language are allowed Any proposed changes to such language will cause the Respondent to be deemed non-responsive

1.18 Insurance Requirements

The insurance requirements that appear in Sections 17 and 18 of the Service Agreement with Contractor, contained in Appendix 2 of this RFQ, are mandatory No exceptions to the insurance requirements are allowed

Upon award of a Service Agreement, selected Service Provider shall provide appropriate insurance documents within ten (10) working days of receiving the Agreement from the Corporation The insurance submitted must be approved by the Corporation

A diligent Respondent would provide the Service Agreement to its insurer, well in advance of the deadline for the Statement of Qualifications, in order to ascertain that the required insurance is available to Respondent as well as the cost to Respondent for such required coverages No separate charges to the Corporation are allowed for Respondent’s required insurance, so each Respondent should carefully consider insurance costs in determining the rates for services

Respondent who receives notification of an award of a Service Agreement must have current, valid, and compliant insurance coverage effective and in place, in accordance with the terms of the Service Agreement, with required certificates, endorsements, and other documentation in possession of the

Corporation within ten (10) working days of receiving the Agreement from the Corporation, or the Corporation may cancel the award

1.19 Asbestos / Lead Free

Any specified materials or equipment must be certified to be asbestos and lead free

1.20 Drug-Free Workplace

The agreement with the Service Provider will contain a requirement to maintain a drug-free workplace in compliance with Government Code Section 8355

1.21 Independent Contractor

Service Provider shall act at all times hereunder as an independent contractor Neither party shall have

or exercise any control or direction whatsoever over the manner or methods by which the other party provides services and undertakes its obligations under this Agreement No agency, employment, partnership or joint venture is intended to be created by this Agreement

1.22 Person / Entity ID Information

Service Provider will be required to provide an IRS form W-9 (Request for Taxpayer Identification Number and Certification) in accordance with Corporation procurement policy as well as applicable rules and regulations of the California Franchise Tax Board

1.23 Parking

Parking on campus is by paid permit only Service Provider will be authorized to purchase a daily

‘vendor’ parking permit available at the Information Kiosk located at the entrance to the University on Grand Avenue Cost of parking on campus is not a reimbursable expense, and may not be invoiced by Service Provider

1.24 Prevailing Wage

Service Provider shall comply and shall ensure that all vendors, subconsultants, and subcontractors comply with prevailing wage law pursuant to the State of California Labor Code, including but not limited

to Sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, and 1775, 1776, 1777.5, and 1777.6 of the State of California Labor Code Compliance with these sections is required by this Contract The Work under this Contract is subject to compliance monitoring and enforcement by the Corporation

The Service Provider may be required to provide certified payrolls for such work and are required to submit certified payroll records (CPRs) to the Corporation upon request A list of the current California prevailing wages, in effect as of the date of issuance of this Request for Qualifications (2017-1), is available at the following: http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm

Certified payroll records shall show the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and actual per diem wages paid to each journeyman, apprentice or worker employed in connection with the work who is subject to prevailing wages under applicable law

In addition to all other rights of the Corporation, Service Provider shall defend, indemnify and hold the Corporation, its officers, employees and agents harmless from and against any and all claims, demands, losses, liabilities, and damages arising out of or relating to the failure of Service Provider or any subconsultant to comply with any applicable law in this regard, and to pay any and all assessments, including wages, penalties and liquidated damages in relation to such failure

SECTION 2 Proposed Schedule of Events

Last Day to Ask Questions or Request Clarifications December 04, 2017

February 02, 2018

SECTION 3 Qualifications

3.3 Experience

A Respondent Firm Requirements

1 Respondent experience shall include: A minimum of five (5) years of professional experience

in planning, design development, procurement, and installation of furniture systems in commercial facilities

a) Within the last five (5) years, Respondent shall have completed the design of at least two (2) dining facilities with a construction cost of at least five hundred thousand dollars ($500,000.00) per project

b) Demonstrated successful experience with projects of a similar scope

c) Demonstrated knowledge of current CA Building Codes, ADA, CA Fire Code, and Seismic Bracing requirements as applicable to commercial furniture systems

2 Respondent firm is required to hold all required licenses to conduct business offering design, procurement, and installation of commercial furniture systems in the State of California Respondent must have at least one (1) full time employee who possesses a bachelor’s degree in interior design or architecture on staff (All licenses must be current and valid.)

B Respondent Firm Desired Experience

The following experience is desirable for Respondent, but not required:

1 Have at least one (1) full time employee who holds membership with either a) The International Interior Design Association (IIDA), OR b) The American Society of Interior Designers, on staff

2 Experience working with The California State University system as well as familiarity with the Cal Poly campus

C Primary Contact Professional

1 Respondent shall designate one (1) Primary Contact Professional in its Statement of Qualifications to be assigned responsibility for this work, serve as the primary interface with

the Corporation, as well as the primary person to perform work, and to supervise and assure quality control of work performed by other personnel, sub consultants, and vendors

2 Primary Contact Professional shall:

a) Be a full time employee of Respondent and hold a bachelor’s degree in interior design or architecture

b) Within the last ten (10) years, Primary Contact Professional shall have completed at least two (2) programs for representative dining projects

c) Have demonstrated successful experience with projects of a similar scope

3 The following experience is desirable for the Primary Contact Professional, but not required:

a) Experience working with The California State University system as well as familiarity with the Cal Poly campus

b) Be a LEED Accredited Professional with relevant specialty

4 In the event of attrition of the designated Primary Contact Professional, Respondent shall propose a substitute with equal or better qualifications for the Corporation’s review and approval

D Other Personnel

1 Identify other personnel of Respondent firm who would be used for purposes of the RFQ and their qualifications

E Vendors and Subconsultants

1 Identify any vendors and subconsultants (meaning any individual or entity providing any goods or services) proposed to be used, clearly explain their role and provide a brief overview of their firm as well as resumes for key personnel (Section 3.4.B)

3.4 Resume requirements

A Outline the Respondent firm's qualifications including:

1 Brief history of the firm

2 Range of Services offered

3 Firm's total number of years of experience providing furniture design for university projects

4 Firm's staffing as related to planning, designing, developing, procuring, and installation of furniture and related support

B Resume of Primary Contact Professional, other personnel, and subconsultants

1 Include copies of all pertinent certificates, accreditations, and licenses

2 Include contact information for all key personnel: phone, fax and e-mail

SECTION 4 Scope of Services

The Cal Poly Corporation is soliciting Statements of Qualifications from firms with specific experience in dining facilities The purpose of this RFQ is to obtain qualifications, capabilities, and pricing structure from qualified firms interested in providing furniture design development, procurement, and installation services for the Vista Grande replacement project

The Vista Grande facility replacement project consists of a 45,250 GSF new construction, state-of-the-art dining facility scheduled to open Spring 2019 The Vista Grande replacement project will serve as a three-story multi-purpose dining facility that includes office space, commercial kitchens and multiple dining venues. A basis for design for the project has been completed by DLR Group Inc and is included

in this RFQ as Appendix 3

General project information is as follows:

 Estimated Furniture Install: Spring 2019

 Sq Ft: 45,250 GSF

 Seat Count: ~ 650 (350 interior, 300 exterior)

 Spaces:

o First Floor: grab-n-go market concept, student service office, outdoor dining with seating

o Second Floor: Main Food Pavilion

 Interior Mixed-Use Seating: soft seating, lounge seating, community tables; bar seating, varied table configurations

 Exterior Mixed-Use Seating: soft seating, lounge seating; varied table and chair configurations

 Six micro-restaurants with open dining areas;

o Third Floor: administrative offices, modular workspaces, conference rooms, outdoor patio seating

2 Provide a summary of key project requirements including major program requirements and constraints, and analysis of project options and strategies

B Design Development

1 Utilizing the basis of design developed by DLR Group Inc., for the project, develop and present a preliminary design / furniture plan; include early phase cost estimates and product samples

2 Development and presentation of a final design / furniture plan, to include: revised cost estimate, shop drawings indicating spatial relationships as applicable for SFM and ADA compliance review, required bracing and electrical system locations for integrated systems, and lead time information for furniture package

C Procurement and Administration

1 Review all final drawings, specifications, and warranty information with the Corporation

2 Provide final budget amounts for Corporation review and approval

3 Procure furniture systems in accordance with final design approved by the Corporation

D Furniture Delivery and Installation

1 Schedule delivery of products according to the project timeline and in accordance with contract documents

2 Provide all labor, material, equipment, and supervision to deliver, set up, and install products onsite as specified in accordance with contract documents

3 Provide all debris containment, debris storage, and debris removal as well as provide a clean site at the end of each working day as required by Owner’s Representative

4 Inspect all deliveries for shortages or damage and in conjunction with the Corporation, create punch list Retainage will not be released until the punch list has been resolved to Owner’s satisfaction

5 Final walkthrough, inspection, and acceptance of project

6 The firm is to keep corridors and access points free and clear of debris and furniture

7 Ensure firm has supervision on site during all deliveries

3 Submit copies of Operation and Maintenance Manuals The manuals should contain narrative on operation of any equipment, preventive maintenance including, cleaning, adjustment, and lubrication schedules (if required) The manuals should also contain a copy of the manufacturer’s warranty and service agreement

4 Submit Materials Safety Data Sheets (MSDS), as applicable

5 Submit certification that, to the best of the manufacturers and contractors knowledge, no asbestos containing materials have been incorporated into this project

F Schedule

1 General: Prepare and submit a project schedule together with a milestone payment schedule representative of the firm’s best judgment as to how it shall complete the services in accordance with the scheduled milestones

G Deliverables

1 Design / Furniture Plan: Refer to Sections 4.1.A and 4.1.B

2 Cost Estimates: Refer to Section 4.1.B and 4.1.C

3 Schedule: Refer to Section 4.1.F

4.2 Campus Meetings

The Service Provider shall attend a minimum of six (6) on-campus working committee meetings, including (1) programming, (1) preliminary design, (3) design development, and (1) final design presentations

4.3 Cal Poly’s Information Classification and Handling Standard

Detailed construction drawings of Cal Poly are classified This includes:

 Construction Drawings of Existing Campus Buildings

 Maps of Campus Utility Systems

 Other Detailed Drawings of Sensitive Campus Facilities

Service Provider is subject to Cal Poly's Information Classification and Handling Standard: http://security.calpoly.edu/content/policies/standards/classification/index

4.4 Sustainability

Vista Grande will be LEED certified, with a sustainable and resource-efficient design Sustainability issues shall be addressed during and incorporated into this project where possible

4.5 Regulatory and Compliance Aspects

Service Provider must comply with all applicable laws, rules, and regulations applicable to the work and the work product, including but not limited to the following:

A Assuring conformance with requirements of the California Division of Occupational Safety and Health (CDOSH), Health Department and other regulatory agencies

B Assuring compliance with federal, state, county and local government requirements

C Assuring timely, complete, and fully detailed work

D Assuring compliance with University Campus Standards

E Assuring compliance with all Accessibility Requirements (as described below in this subsection)

in order to provide access, circulation and the full use of the building and facilities by persons with

disabilities "Accessibility Requirements" means construction and alteration requirements of Titles

II and III of the Americans with Disabilities Act of 1990, the United States Department of Justice’s regulations implementing Title III, including the ADA Standards for Accessible Design, California State Accessibility Regulations (including but not limited to California Code of Regulations, Title

24, California Building Code, inclusive of the Uniform Building Code modified with California supplemental sections, Uniform Mechanical Code, Uniform Electrical Code, Uniform Fire Code, Energy Conservation Code, and Accessibility Standards, as adopted by the California Building Standards Commission), and any other applicable disability accessibility laws, regulations, rules,

or orders in effect, adopted, or implemented from time to time (Refer to Appendix 4-D, Access Compliance Design Guideline)

SECTION 5 Statement of Qualifications, Instructions, and Format 5.1 Introduction

To be considered responsive to the RFQ, the Respondent must submit a Statement of Qualifications in the format identified in this Section All requirements and questions in the RFQ must be addressed and all requested data must be supplied The Corporation reserves the right to request additional information, which in the Corporation’s opinion is necessary, to assure that the Respondent’s competence, number of qualified employees, business organization and financial resources are adequate to perform according to contract

5.2 Submittal

See page 3 of this RFQ for additional submittal information The Statement of Qualifications submitted may be modified after its submission by withdrawal and re-submission prior to the date and time specified for proposal submission Modification offered in any other manner, oral or written, will not be considered The Corporation may change the submittal due date by addendum

5.3 Questions, Interpretations or Clarifications

All questions related in any way to this RFQ (technical, contractual, or otherwise) must be submitted via email Attn: Mike Thornton mthornto@calpoly.edu no later than December 4, 2017, by 3:00 p.m PST in accordance with the instructions and format specified in Section 5 of this RFQ See page 3 of this RFQ for additional information

5.4 Corporation’s Response to Communications & Addenda

All addenda will be posted to the Corporation’s website:

therefrom The Corporation shall reject Respondents ’ responses to addenda if such responses are received after the RFQ closing date and time

The Corporation may not respond to any questions/requests for clarification, if received after 3:00 p.m

PST on December 4, 2017

5.5 Statement of Qualifications Format

Each Statement of Qualifications shall adhere to the following format for organization and content A Statement of Qualifications must be divided into the individual sections listed below, indexed, and tabbed

A Cover Letter: Provide a cover letter that references the RFQ and confirms that all elements of the RFQ have been reviewed and understood The cover letter shall be signed by an individual who is authorized to bind the Respondent contractually

B Table of Contents: A Table of Contents shall be included in the Statement of Qualifications

C Respondent’s Qualifications/Experience: This section shall contain responses to all items specified in Section 3, clearly identifying compliance with all required experience, credentials, and other requirements

1 In addition to those requirements, Respondent shall also include a list of three (3) previous clients including contact names, current e-mail address and telephone numbers, including location, type of project, date of project work, length of project, contract value, brief description of the work, and name of project owner As part of the selection process, the Corporation may contact the Respondent’s references and the owner of any projects listed in the Statement of Qualifications

D Organizational Capability and Commitment: This section should demonstrate an overall understanding of the requirements for this work, the Respondent’s ability to meet the requirements and the Respondent’s commitment of resources to be applied to this requirement

E Project Approach / Methodology: Respondent shall provide a detailed conceptual approach to the methodology to be used in response to Section 4, Scope of Services Include the name

of the responsible individual who will lead the contract with the Corporation in coordination and execution of the services, and the location where management and coordination of services will be performed

F Organizational Chart: Include an organizational chart showing, at a minimum, the key personnel to be assigned to the project and their reporting relationship within the organization Include vendors and subconsultants proposed to be used and describe their role

G Cost Control: Include at a minimum two (2) examples of representative dining facilities in which Respondent Firm delivered the project within 10% of the established construction budget Provide a reference and contact information for each example submitted

H Exceptions: Any and all exceptions to the RFQ must be listed on an item-by-item basis and

cross-referenced with the RFQ document If there are no exceptions, Respondent must

expressly state that no exceptions are taken

I Sample Work: Include at a minimum two (2) examples of representative dining facilities Respondents are urged to provide concise SOQs, and therefore exemplars should include only items that are relevant to this specific project Any samples included in the Statement of Qualifications shall be formatted to standard 8 ½” x 11” size paper

5.6 Preparation

The Statement of Qualifications should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of the RFQ Submittals should emphasize the Respondent’s demonstrated capability to provide services of this type Technical material describing the proposed services and extent of support included in the proposal should be included as part of the proposal Emphasis should be concentrated on completeness and clarity of content

5.7 Completion of the Statement of Qualifications

The Statement of Qualifications shall be complete in all respects as required by this RFQ A submittal may be rejected if conditional or incomplete, or if it contains any alterations or other irregularities of any kind, and will be rejected if any such defect or irregularity could have materially changed the quality of the Statement of Qualifications Any Statement of Qualifications which contains false or misleading statements, or which provide references, which do not support an attribute or condition claimed by the Respondent, may be rejected If, in the opinion of the Corporation, such information was intended to erroneously and fallaciously mislead the Corporation in its evaluation of the Statement of Qualifications, and the attribute, condition, or capability is a requirement of this RFQ, the Statement of Qualifications will

be rejected Statements made by a Respondent shall be without ambiguity and with adequate

elaboration for clear understanding

SECTION 6 Evaluation and Criteria 6.1 Introduction

It is the policy of the Corporation that the selection of firms to provide professional services shall be on the basis of demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required Further, these services are to be obtained at a fair and reasonable cost to the Corporation

The Corporation will put each Statement of Qualifications submitted through a process of evaluation to determine responsiveness The Corporation reserves the right at any time to reject any or all Statements

of Qualifications The Corporation reserves the right to make no contract awards Award of contract, if made, will be to the Respondent who is responsive to all administrative and technical requirements of the RFQ and who receives the highest overall points in accordance with the methodology described in Section 6, Evaluation and Criteria

6.2 Evaluation Method

A RFQ Compliance Check: Each Statement of Qualifications shall be reviewed to verify that minimum requirements have been met Any Statement of Qualifications that has not followed the requirements in this RFQ, does not meet minimum content and quality standards, or takes unacceptable exceptions to the model contract, may be eliminated from further consideration

B RFQ Analysis: Each Statement of Qualifications will be independently analyzed by members of

an evaluation team The evaluation team will analyze how the firm's qualifications, experience, professional content, and proposed methodology meet the Corporation’s needs Points will be assigned by each committee member using the Point Scoring Schedule as a guideline

C Interviews: The evaluation team will conduct on-campus interviews of a short list of Respondents

6.3 Point Scoring Schedule

A Statements of Qualifications will be evaluated using the following criteria:

TOTAL POSSIBLE POINTS: 100 Firm Experience 30 Points

The Firm demonstrates verifiable experience as outlined in Section 3 for excellence and an outstanding record of successfully completed projects

Firm key personnel show experience as outlined in Section 3 for educational, certification and licensing profiles in place that qualifies their firm as the one that should be selected

The SOQ clearly demonstrates the Respondent’s approach to the programming process for the project and the Scope of Services Respondent must demonstrate the ability to render high quality programming services required by the Corporation

Respondent shall clearly demonstrate that their firm has the ability to deliver the project within 10% of the established construction budget

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COTCHETT EDUCATION

ENGLISH

MATH & SCIENCE

FAC OFC NORTH SCIENCE NORTH

WELDING AG ENGINEERING

FOOD PROCESSING

& MARKET

AG SCIENCES FARM SHOP ENV HORT SCI

CORP ADMIN

TENNIS COURTS

VISITOR'S INFO

RESEARCH CTR EQUINE CTR

KENNEDY LIBRARY

FISHER SCIENCE

UNIV POLICE

KINESIOLOGY

SPANOS STADIUM

CAD RESEARCH

SPORTS COMPLEX

SPORTS FIELDS

ADVANCED TECH LABS

POLY CANYON VILLAGE

PAC

REINHOLD

AERO

ENGINEERING IV BONDERSON CTR

AG ENGINEERING SHOP

CONSTRUCTION INNOV CTR

HOUSING

MORRO CABRILLO HOLLISTER ROMAULDO BISHOP

ISLAY

SAN LUIS E.H.S.

FACILITIES TRANSPORTATION

DEXTER LAWN

ALISO BUENA VISTA CORRALITOS DOVER

O'NEILL

GREEN

WATER RESOURCES FACILITY BEEF UNIT

DRUMM RESERVOIR

FORBES FAC OFC UNIVERSITY STORE SIMPSON

ENGR PLAZA

MUSTANG WAY BAKER SCIENCE

IRRIGATION PRACTICES FIELD

ANDERSON POOL

DAVIDSON MUSIC COHAN CTR

SPANOS THEATRE ENGR WEST

YOSEMITE

SIERRA MADRE

SMITH ALUMNI CTR

HEALTH CTR

HILLCREST

RECREATION CTR

GRAPHIC ARTS PRESS

DINING

ADMINISTRATION

DIABLO

WHITNEY SHASTA

PALOMAR

UNIVERSITY UNION SCIENCE

ENGR EAST

FAC OFC EAST

VISTA GRANDE

STUDENT

CHASE JESPERSEN

HERON

NATATORIUM

PILLING COMP SCI

ENGR SOUTH

UNIVERSITY HOUSE

ORFALEA CHILDREN'S CTR

ENGINEERING

DEXTER ARCHITECTURE &

E DES

BUSINESS

COTCHETT EDUCATION

ENGLISH

MATH & SCIENCE

FAC OFC NORTH SCIENCE NORTH

WELDING AG ENGINEERING

FOOD PROCESSING

& MARKET

AG SCIENCES FARM SHOP ENV HORT SCI

CORP ADMIN

TENNIS COURTS

VISITOR'S INFO

RESEARCH CTR EQUINE CTR

KENNEDY LIBRARY ERHART AG

FISHER SCIENCE

UNIV POLICE

KINESIOLOGY

SPANOS STADIUM

CAD RESEARCH

SPORTS COMPLEX

SPORTS FIELDS

ADVANCED TECH LABS

POLY CANYON VILLAGE POLY CANYON VILLAGE POLY CANYON VILLAGE

PAC

REINHOLD

AERO

ENGINEERING IV BONDERSON CTR

AG ENGINEERING SHOP

CONSTRUCTION INNOV CTR

HOUSING

MORRO CABRILLO HOLLISTER ROMAULDO BISHOP

ISLAY

SAN LUIS E.H.S.

FACILITIES TRANSPORTATION

DEXTER LAWN

ALISO BUENA VISTA CORRALITOS DOVER

O'NEILL

GREEN

WATER RESOURCES FACILITY BEEF UNIT

DRUMM RESERVOIR DRUMM RESERVOIR DRUMM RESERVOIR

FORBES FAC OFC UNIVERSITY STORE SIMPSON

ENGR PLAZA

MUSTANG WAY BAKER SCIENCE

IRRIGATION PRACTICES FIELD

41A

41B

192 4

13

5 2 3

35

34 7

160 161

48X

197

10 22

60

48 32

40

52

19 65 65

25

1 16

26A 186

31 53

47 33

42 45 44

107 108

103 104

15 74

170D 170E

48Q

171A 171B

171D

171E

171H 171I 371

41A

41B

192 4

13

5 2 3

35

34 7

160 161

48X

197

10 22

60

48 32

40

52

19 65 65

25

1 16

26A 186

31 53

47 33

42 45 44

107 108

106 105

100 101 102 103 104

15 74

170D 170E

48Q

171A 171B

171D

171E

171F 171G

171H 171I 371

271 136

116

115 76

H4

H11

H4 H4

H14

H2

R3 R4

G-S

G2

K1

California Polytechnic State University

San Luis Obispo, CA 93407 www.maps.calpoly.edu (805) 756-1111

GENERAL RESIDENTIAL FACULTY/STAFF

FACILITIES

OPERATIONAL RESIDENTIAL

BLUE EMERGENCY PHONES BUS STOPS

GENERAL PARKING PARKING METERS SPONSORED GUEST PERMIT DISPENSER DISABLED MOTORCYCLE PARKING ICONS

PED MALL

MAP UPDATED: 9/2015

1 2 3 4 5 6 7 8 9

SERVICE AGREEMENT WITH CONTRACTOR Rev 11-16-2017

This Services Agreement (“Agreement”) is made and entered into by and between the Cal Poly Corporation (“CPC”), a nonprofit corporation and auxiliary that provides support to California Polytechnic State University (“the University”), and the company/contractor named herein and providing services (“Service Provider”), collectively (the “Parties”) This Agreement shall be effective on the date that the last authorized signature is affixed

Company / Contractor, hereafter referred to as Service Provider: Amendment No.: Agreement No.:

Whereas, Service Provider, in consideration of the statements and conditions herein contained, agrees to furnish labor,

materials, and equipment, and to perform all work necessary to complete, in a skillful and workmanlike manner, such services as contemplated by the terms of this Agreement, the Parties agree as follows:

1 Exhibits The terms of the Exhibits attached to this Agreement are hereby incorporated into this Agreement

The Exhibits attached to this Agreement include the following: Exhibit A: Statement of Work; Exhibit B: Project Schedule; Exhibit B-1: Milestone Payment Schedule; Exhibit C: Owner Furnished Drawings and Specifications, Exhibit D: RFQ VG2017-2018; and Exhibit E: Certificate of Final Completion

2 Services Services means all labor, time, materials, tools, and equipment necessary to complete work as more

specifically described in Exhibit A: “Statement of Work”, attached hereto and incorporated herein by this

reference

3 Contract Price As full compensation for the Services and all of Service Provider’s obligations hereunder CPC

shall pay to Service Provider an amount not to exceed $xxx,xxx.xx (the “Contract Price”) The Contract Price may

be increased or decreased by change order and as otherwise stated in this Agreement The Contract Price shall

be paid in accordance with Section 4

4 Terms of Payment CPC shall pay to Service Provider the milestone payments set forth in Exhibit B Service

Provider shall invoice CPC upon completion of each milestone listed in such Milestone Payment Schedule Notwithstanding Section 4(a), all invoices shall be paid by CPC within forty-five (45) calendar days from the date

of receipt All further references to “Day” or “Days” in this Agreement shall have the meaning calendar days (a) CPC Review Within fifteen (15) Days after CPC receives a Service Provider invoice, CPC shall notify Service Provider concerning any dispute over the accuracy of, or entitlement to, any amount of the submitted invoice and the basis for such dispute If CPC has not notified Service Provider within such 15 Day period of any good faith objection thereto, CPC shall be deemed to have approved such Service Provider invoice

(b) Retention CPC shall retain and withhold payment of 10% of all invoice payments made to Service Provider (the “Retention”) such that, at all times and subject to Section 4(c) the Retention shall equal 10% of the gross invoiced amount Upon acceptance of all milestones in accordance with Section 6 of this Agreement and issuance of Certificate of Final Completion, CPC shall, within forty-five (45) Days release all Retention then withheld

(c) Disputes Regarding Payment Failure by CPC to pay any invoiced amount disputed in good faith until

Provider or relieve Service Provider’s obligations to perform hereunder Service Provider’s acceptance

of any Milestone Payment, and CPC’s payment of any invoiced amount, shall not be deemed to constitute a waiver of amounts that are then in dispute Service Provider and CPC shall use reasonable efforts to resolve all disputed amounts reasonably expeditiously and in any case in accordance with the provisions of Section 27 of this Agreement No payment made hereunder shall be construed to be acceptance or approval of any Services to which such payment relates or to relieve Service Provider of any of its obligations hereunder

5 Commencement and Scheduling of Services Service Provider shall not commence any Services until receipt of a

notice to proceed “NTP” for such Services from CPC Upon receipt of NTP, Service Provider shall perform such Services in accordance with the Project Schedule as outlined in Exhibit B CPC shall issue the NTP to Service Provider no later than the “NTP Deadline” as provided in Exhibit B Service Provider shall be entitled to a day for day extension in the Project Schedule for each day the issuance of NTP is delayed beyond the NTP Deadline

6 Acceptance of Services All Services performed under this Agreement shall be to the satisfaction of CPC and in

accordance with all Exhibits, CPC purchase order, and terms and conditions of this Agreement, together the (“Contract Documents”) CPC reserves the right to review the Services performed, and at its sole discretion, determine the quality, acceptability, and fitness of such Services

7 Ownership of Work Product Originals of all drawings, specifications, reports, records, documents and other

materials whether in hard copy or electronic form that is prepared by Service Provider, its employees,

subcontractors or agents in the performance of this Agreement, shall be the property of CPC and shall be

delivered to CPC upon the termination of this Agreement, or upon the earlier request of CPC Service Provider shall have no claim for further engagement or additional compensation as a result of the exercise by CPC of its full rights of ownership of the documents and materials hereunder Service Provider may retain copies of such documents for its own use The drawings, specifications, reports, records, documents and other materials prepared by Service Provider in the performance of services under this Agreement shall not be released publicly without the prior written approval of CPC or as required by law

8 Subcontractors Service Provider shall ensure that all subcontractors are appropriately licensed and adequately

covered by insurance appropriate for that subcontractors work Service Provider shall ensure that CPC is an additional insured on insurance required from subcontractors For CGL coverage, subcontractors shall provide coverage form CG 10 11 85 OR forms CG 20 10 07 04 AND CG20 37 07 04 Determination of adequate subcontractor insurance coverage and review of subcontractor insurance is the responsibility of the Service

Provider, as the Service Provider remains obligated to CPC for all subcontractor work, acts, and omissions

9 Independent Capacity of Service Provider The parties hereto agree that Service Provider, its officers, agents,

and employees, in the performance of this Agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of CPC Service Provider agrees to take such steps as may be necessary to ensure each subcontractor of the Service Provider will be deemed to be an independent contractor and will not

be considered or permitted to be an agent, servant, joint venture, or partner of CPC

(a) Service Provider shall assume all of the rights, obligations and liabilities attributable to it as an

independent contractor, including the control, direction, supervision and payment for any agents, subcontractors, or employees of Service Provider in performance of the Services

(b) Service Provider will determine the method, details and means of performing the Services, and CPC shall have no right to, and shall not, control the manner or determine the method of accomplishing the Services CPC does, however, retain complete and exclusive authority to control and dictate the

outcome and deliverables of the Services

(c) As CPC is not the employer of Service Provider, CPC will not pay or withhold income taxes or other payroll taxes of any kind on behalf of the Service Provider or its employees or subcontractors

(d) Service Provider shall have only the authority expressly granted by this Agreement Except as expressly provided in this Agreement, Service Provider is not authorized to enter into any contract, lease or other arrangement in CPC’s or University’s name, or for CPC’s or University’s account or by which CPC or University would be legally bound or held liable

10 Parking Service Provider is required to pay parking fees for vehicles parked on campus during performance of

Services under this agreement Special permits are available for delivery vehicles Prices are subject to change without notice

11 Deliveries No campus deliveries shall be allowed during 7:30am and 8:30am Monday to Friday Deliveries are

required to enter campus via Grand Ave Use of Highland is restricted

12 Taxes and Fees The Contract Price includes all applicable sales tax Service Provider assumes exclusive liability

for and shall pay before delinquency all other federal, state or local, use, value added, excise, real estate and other taxes, charges or contributions imposed on, or with respect to, the Services provided under this Agreement Each Party shall hold harmless, indemnify and defend the other Party, together with the other Party’s officers, directors, agents and employees, from any liability, penalty, interest and expense by reason of such Party’s failure to pay the taxes, charges or contributions for which it is responsible

13 Damage to CPC or University Property The Service Provider shall protect from damage all existing CPC and

University property insofar as performance of this Agreement affects said property Should damage occur, it is the Service Provider’s responsibility to restore the property to its original condition Service Provider shall immediately notify CPC of loss, damage, or destruction of CPC or University property caused by Service Provider, and shall furnish CPC with a statement concerning the loss in such detail as CPC may require Should Service Provider fail to restore the damaged property to its original condition, CPC (or its Agent) will do so and assign the cost to Service Provider Claims by CPC or the University under this clause shall be made in writing to the Service Provider within a reasonable time of the first observance of such damage

14 Use of University or CPC Marks Service Provider shall not use any image, logo, mark or intellectual property of

CPC or University in any manner or form without the express written consent of CPC or the University, respectively This includes the use of Service Provider or product logo in conjunction with CPC or University logos, which must be pre-approved by the CPC and the University

15 News Releases News releases pertaining to this Agreement shall not be made without the prior written

approval of CPC

16 Recordkeeping and Record Retention Service Provider shall establish and maintain adequate records of all

expenditures incurred under this Agreement All records must be kept in accordance with generally accepted accounting principles (GAAP) All procedures must be in accordance with federal, state and local ordinances CPC shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any Purchase Order resulting from this Agreement held by the Service Provider The Service Provider will retain all documents applicable to the Agreement for a period of not less than three (3) years after Retention invoice is paid

17 Insurance Service Provider shall provide a certificate of insurance and additional insured endorsement to CPC,

or confirm that current documentation is on file, prior to the commencement of Services as required herein CPC requires that the Service Provider shall procure and maintain for the duration of the Agreement insurance

against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by the Service Provider, their agents, representatives, employees or subcontractors

Commercial General Liability

Products/Completed Operations Aggregate $2,000,000

Personal/Advertising Injury $1,000,000

Medical Payments (Any one person) $5,000 Business Automobile Liability

Bodily Injury/Property Damage (Each Accident) $2,000,000

Collision and comprehensive Deductible Amounts Uninsured Motorist & Underinsured Motorist $500,000

Workers' Compensation

Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) each accident $2,000,000

Disease Policy limit per accident $2,000,000

(a) If a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate limit shall be twice the required occurrence limit

(b) General liability coverage can be provided in the form of an endorsement to the Service Provider’s insurance, or as a separate owner’s policy If the project involves subcontractors, the subcontractors must be endorsed as insureds under the Service Provider’s policy

(c) Service Provider shall not commence performance of any work under this Agreement until CPC is provided with original certificates and amendatory endorsements effecting coverage required by this clause The endorsements should be on forms provided by the CPC

(d) The required insurance must be in effect prior to awarding the Agreement and it or a successor policy must be in effect for the duration of the project Maintenance of proper insurance coverage is a material element of the Agreement Failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract and subject the Agreement to termination CPC reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time

(e) Service Provider shall disclose deductibles or self-insured retentions (SIRs) for approval by CPC

(f) Insurance is to be placed with insurers with a current A.M Best’s rating of no less than A:VII and insurer may not cancel insured's coverage without thirty (30) Days written notice by certified mail, return receipt requested, to CPC

(g) For any claims related to this project, the Service Provider’s insurance coverage shall be primary as respects CPC, the Trustees of California State University, Cal Poly, its trustees, employees, directors, officers, and volunteers CPC’s insurance or self-insurance shall be excess of the Service Provider’s insurance and shall not contribute to it

(h) Business automobile liability insurance is required for any rented commercial or Service Provider-owned commercial or noncommercial vehicles that are to be used in or near the premises, including the campus

18 Additional Insured Endorsements

(a) The general liability and automobile liability policies shall be endorsed to provide the following endorsements as additional insureds for General Liability and Automobile:

i Cal Poly Corporation, Trustees of California State University, California Polytechnic State University, and the directors, employees, officers, and volunteers of entities, with respect to liability arising out of work or operations performed by or on behalf of the Service Provider including materials, parts or equipment furnished in connection with such services or operations

(b) Service Provider will provide Additional Insured Endorsement form CG 10 11 85 OR forms CG 20 10 07

04 (ongoing operations) AND CG20 37 07 04 (completed operations)

19 Title; Risk of Loss From the Effective Date and until the date of Final Completion, Service Provider bears the

risk of loss and full responsibility for the cost of replacing or repairing any damage to all materials, equipment, and supplies that are in Service Provider’s care, custody and control

(a) Title to all materials, equipment, and supplies shall pass to CPC upon the date of Final Completion

20 Indemnification

(a) Service Provider shall fully indemnify, hold harmless and defend the Cal Poly Corporation (CPC), California Polytechnic State University (Cal Poly), the Trustees of California State University, their officers, directors, agents, employees, volunteers and/or subcontractors from and against any and all costs, claims, and expenses incurred by CPC in connection with or arising from any claim by a third party for physical damage, or death of or bodily injury to any person, but only to the extent caused by or arising out of or related to (a) Service Provider’s negligence or willful misconduct or that of its Subcontractors; (b) Service Provider’s breach of its obligations hereunder; or (c) relating to any release

of a hazardous material that are brought onto the site by Service Provider, its agents, subcontractors, or others under Service Provider’s control

(b) CPC shall fully indemnify, hold harmless and defend Service Provider and its Affiliates and their directors, officers, shareholders, employees, agents and representatives from and against any and all costs, claims, and expenses incurred by Service Provider in connection with or arising from any claim by a third party for physical damage, or death of or bodily injury to any person, but only to the extent caused by or arising out of or related to (a) CPC’s gross negligence or willful misconduct or that of its agents or employees or others under CPC’s control (b) CPC’s breach of its obligations hereunder; or (c) hazardous materials existing at the site except for hazardous materials brought onto the site by anyone other than CPC, its agents, employees or others under CPC’s control

(c) If any claim is brought against a Party (the “Indemnified Party”), then the other Party (the “Indemnifying Party”) shall be entitled to participate in, and, unless in the opinion of counsel for the Indemnifying Party

a conflict of interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnified Party If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes the Indemnified Party from assuming the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder

(d) Waiver of Consequential Damages SERVICE PROVIDER AGREES THAT TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL CPC BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUE

OR LOSS OF USE OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT

(e) Limit on Liability EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO SECTION 19(a), CPC’S TOTAL LIABILITY TO SERVICE PROVIDER UNDER OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CPC TO SERVICE PROVIDER HEREUNDER

21 Termination

(a) Termination by CPC: Service Provider agrees that CPC shall be entitled to terminate this Agreement

pursuant to written notice upon the occurrence of any of the following circumstances:

1 Any representation or warranty made by Service Provider in this Agreement proves to have been false or misleading in any material respect as of the time made, confirmed or furnished (but, if such breach is capable of being cured, only to the extent such breach continues for thirty (30) Days following receipt of a notice in writing of such breach from CPC);

2 Service Provider violates in any material respect any of the provisions of this Agreement, which violation remains uncured for thirty (30) Days following Service Provider’s receipt of written notice thereof from CPC; provided however, that if the nature of the breach requires more than thirty (30) Days to cure, and Service Provider is using reasonable commercial efforts to cure, then such time period shall be extended accordingly;

3 Service Provider voluntarily commences bankruptcy, insolvency or similar debtor-relief proceedings,

or becomes insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; or

4 Insolvency, receivership, reorganization, bankruptcy or a similar proceeding is commenced against Service Provider under the bankruptcy laws of the United States or under any insolvency act of any state and such proceeding is not dismissed or stayed within a period of ninety (90) Days thereafter

5 Upon termination for any of the foregoing reasons, CPC may instruct Service Provider to discontinue all or any part of the Services, and Service Provider shall thereupon discontinue such Services and use reasonable commercial efforts to reduce or otherwise mitigate any expense to CPC CPC shall have the right to complete, or hire others to complete, the Services CPC shall pay Service Provider for any Services performed up to the date of termination CPC shall be entitled to receive from Service Provider, as exclusive remedy for termination under this Section, the amount (if any) by which CPC’s cost to complete the Services exceeds the portion of the Contract Price allocable to the Services unfinished by Service Provider

(b) Termination for Convenience CPC shall have the right to terminate this Agreement at any time for its convenience, upon (15) Days written notice to Service Provider CPC shall pay Service Provider, within thirty (30) Days of the termination date, for all completed Services and any equipment and materials ordered through the effective date of such termination Service Provider shall provide copies of supporting documentation upon CPC’s request Service Provider shall use commercially reasonable efforts to return or redistribute any materials procured by Service Provider

(c) Termination by Service Provider CPC agrees that Service Provider shall be entitled to suspend Services and terminate this Agreement pursuant to written notice upon the occurrence of any of the following circumstances:

1 Any representation or warranty made by CPC in this Agreement proves to have been false or misleading in any material respect as of the time made, confirmed or furnished (but, if such breach

is capable of being cured, only to the extent such breach continues for thirty (30) Days following receipt of a notice in writing of such breach from Service Provider);

2 CPC violates in any material respect any of the provisions of this Agreement (except of payment obligations hereunder), which violation remains uncured for thirty (30) Days following CPC’s receipt

of written notice thereof from Service Provider; provided however, that if the nature of the breach requires more than thirty (30) Days to cure, and CPC is using reasonable commercial efforts to cure, then such time period shall be extended accordingly;

3 CPC fails to pay Service Provider within sixty (60) Days of the date when payment is due hereunder;

4 CPC voluntarily commences bankruptcy, insolvency or similar debtor-relief proceedings, or becomes insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors; or

5 Insolvency, receivership, reorganization, bankruptcy or a similar proceeding is commenced against CPC and such proceeding is not dismissed or stayed within a period of ninety (90) Days thereafter

6 Upon the occurrence of any of the foregoing, in addition to all rights and remedies that may be available under Applicable Law, CPC shall pay Service Provider, within thirty (30) Days of the termination date, for all completed Services and any equipment and materials ordered through the effective date of such termination In the event Service Provider invokes its right to suspend under this section, the Parties agree that this shall not supersede or cancel any right to terminate under this Section Service Provider shall use commercially reasonable efforts to return or redistribute any materials procured by Service Provider

22 Amendments This Agreement may be modified or amended in writing signed by authorized signatories of

Service Provider and CPC, including changes altering, adding to, or deducting from the Agreement terms and conditions, provided that such changes are within the general scope of the Agreement Such equitable adjustments require the written consent of the Service Provider and CPC, which shall not be unreasonably withheld

23 Severability If any provision of this Agreement shall be, or shall be adjudged to be, unlawful or contrary to

public policy, then that provision shall be deemed to be null and separable from the remaining provisions, and shall in no way affect the validity of this Agreement

24 Waiver A waiver by either party of any terms or conditions, provisions, or covenants of this Agreement in any

instance shall not be deemed or construed to be a waiver of any such term, condition, provision, or covenant for the future, or of any subsequent breach of same All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and shall not be in limitation of any other right, remedy, undertaking, obligation, or agreement of either party

25 Force Majeure Neither party shall be in default by reason of any failure in performance of this Agreement in

accordance with reasonable control and without fault or negligence on their part Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or

contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party

26 Assignment The Service Provider shall not assign or subcontract any of its obligations, except as expressly

allowed in the Agreement, without the prior written approval of CPC

27 Notices: All notices and all other matters pertaining to this Agreement requiring legal notice to a party shall be

in writing, shall be hand delivered, or sent by Certified U.S Mail return receipt required, and shall be deemed to have been duly given when received by the addressees at the following addresses:

Cal Poly Corporation Service Provider

Bldg 15

San Luis Obispo, CA 93407

28 Resolution of Disputed Claims Disputed claims between CPC and Service Provider, for which prompt

written notice has been given followed by adequate supporting data within a reasonable time, shall be settled by an informal conference to meet and confer for settlement of the issues in dispute, followed by mediation as allowed by law, or, if agreed to by both parties, by arbitration conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association Unless otherwise directed by CPC, Service Provider shall proceed with the Services regardless of any dispute or claim

29 Applicable Law and Compliance This Agreement shall be governed under the laws of the state of

California Should either party institute legal action arising out of this Agreement, it is stipulated that the venue of such action shall be in San Luis Obispo County, California

30 Statutory Requirements and Policies Service Provider shall perform the Services in accordance with laws,

statutes, the most recent building codes, ordinances, rules, regulations, lawful orders, and policies of all public authorities having jurisdiction over Service Provider, CPC, or the project, including, without limitation, the following:

(a) Nondiscrimination Service Provider agrees to maintain a work environment free of discriminatory practices and to comply with all applicable federal, state and local non-discrimination/affirmative action laws

(b) Prevailing Wages Service Provider shall comply and shall ensure that all Subcontractors comply with prevailing wage law pursuant to the State of California Labor Code, including but not limited to Sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, and 1775, 1776, 1777.5, and 1777.6 of the State of California Labor Code Compliance with these sections is required by this Contract The Work under this Agreement is subject to compliance monitoring and enforcement by CPC

31 Counterparts This Agreement may be executed in counterparts all of which taken together shall

constitute one and the same Agreement The exchange of copies of this Agreement by electronic mail in

“portable document format” (.PDF) form or by other similar electronic means shall constitute effective execution and delivery of this Agreement and shall have the same force and effect as copies executed and delivered with original signatures

32 Time is of the Essence Timely performance of all obligations by each Party is expressly agreed to be of

the essence of this Agreement, and failure to so perform is a material breach of the Agreement

33 Entire Agreement This Agreement, together with the Contract Documents and the Exhibits, constitutes

the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter

THIS AGREEMENT is entered into by the CPC and Service Provider as set forth by the terms and conditions set

forth herein and is effective as of the date of the last signature of the Parties

EXHIBIT A STATEMENT OF WORK

The Services consist of the following:

EXHIBIT B PROJECT SCHEDULE

NTP DEADLINE:

EXHIBIT B-1 MILESTONE PAYMENT SCHEDULE

Design Development 15% Design Approved by CPC

Delivery & Installation 35% CPC Signoff

EXHIBIT C OWNER FURNISHED DRAWINGS AND SPECIFICATIONS

EXHIBIT D

RFQ VG2017-2018

EXHIBIT E CERTIFICATE OF FINAL COMPLETION

Reference is made to that certain Services Agreement with Contractor, dated _ between Service Provider and CPC

Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement

A Pursuant to the terms of this Agreement, Service Provider hereby certifies Final Completion has been achieved based on completion of each of the following:

1 all Services under this Agreement have been completed;

2 all punchlist items have been corrected or waived;

3 all debris and surplus materials and supplies are removed from the site;

4 all manuals, warranties, drawings and other documents expressly required to be delivered by Service Provider hereunder have been delivered to CPC;

5 Service Provider has delivered any final Lien waivers required; and

B the Final Completion Date is

ATTACHMENT A Insurance & Indemnity Requirements A1 Insurance

The Contractor will provide a certificate of insurance and additional insured endorsement to the Corporation prior to the commencement of Contractor’s work as required herein The Corporation requires that the Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors

Commercial General Liability

Business Automobile Liability

Bodily Injury/Property Damage (Each accident) $2,000,000

Uninsured Motorist & Underinsured Motorist $500,000 Workers' Compensation

Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) (Each accident) $2,000,000 Disease Policy (Limit per accident) $2,000,000 a) If a general aggregate limit is used, either the general aggregate limit shall apply separately to this project or the general aggregate limit shall be twice the required occurrence limit

b) General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy If the project involves subcontractors, the subcontractors must be endorsed as insureds under the Contractor’s policy

c) Contractor shall not commence performance of any work under this Agreement until the University is provided with original certificates and amendatory endorsements affecting coverage required by this clause The endorsements should be on forms provided by the Corporation

d) The required insurance must be in effect prior to awarding the Agreement and it or

a successor policy must be in effect for the duration of the project Maintenance of proper insurance coverage is a material element of the contract Failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract and subject the Agreement to termination The Corporation reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time

e) Contractor shall disclose deductibles or self-insured retentions (SIRs) for approval

by the Corporation

f) Insurance is to be placed with insurers with a current A.M Best’s rating of no less than A:VII and insurer may not cancel insured's coverage without 30 days written notice by certified mail, return receipt requested, to the University

g) For any claims related to this project, the Contractor’s insurance coverage shall be primary over any existing insurance or self-insurance carried by the Corporation, the Trustees of California State University, Cal Poly, its trustees, employees, directors, officers, and volunteers The Corporation’s insurance or self-insurance shall be excess of the Contractor’s insurance and shall not contribute to it

h) Business automobile liability insurance is only required for any and all rented commercial or Contractor -owned commercial or noncommercial vehicles that are

to be used in or near the Premises, including the campus

i) Subcontractors may be required to provide comparable insurance and additional insurance may be required from contractor or subcontractors depending on the risk related to the services to be provided, including construction

A2 Additional Insured Endorsements

The general liability and automobile liability policies shall be endorsed to provide the following endorsements as additional insureds for General Liability and Automobile:

Cal Poly Corporation, Trustees of California State University, California Polytechnic State University, and the directors, employees, officers, and volunteers of entities, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations and providing coverage for bodily injury, personal injury, property damage and contractual liability

A3 Indemnity

The Contractor agrees to defend, indemnify, and hold harmless the Cal Poly Corporation, California Polytechnic State University, the Trustees of California State University, their officers, directors, agents, employees, volunteers and/or subcontractors (together known as Cal Poly) from any and all liability (statutory or otherwise), claim, suit, demand, damage, judgment, cost, interest, and expense, including but not limited to, reasonable attorney’s fees and charges, which it may incur or pay out, by reason of or resulting from the performance of Contractor; or

by any negligent act or omission by Contractor, its officers, agents, employees, and/or subcontractors in connection with any resulting Agreement, other than as may result from the gross negligence or willful misconduct of Cal Poly Furthermore, the indemnification contained herein may not be assigned of subrogated to any third party, whether by operation of law or otherwise

a) The indemnities herein shall survive the termination of any agreement or purchase order for any reason whatsoever

Form W•9

(Rev November 2017)

I nternal Revenue Servlcoe

Request for Taxpayer Identification Number and Certification 1111- Go to www.irs.gov/FormW9 for instructions and the latest information

Give Form to the requester Do not send to the IRS

M r - - - - - - - - - ~ - -

<D 3 Check appropr i ate box for federal tax classif i cation of the person whose name i s entered on line 1 Check only one of the 4 Exemptions (codes apply only to

single-member LLC

anothe r LLC that i s not d i sr egarded from the owne r for U S fede r al tax purposes Ot herwise , a s in g l e-member LLC

code (if any)

I s d i sregarded fr o m t he ow ner shoul d check the appropria t e box for the tax classillcation of I ts o wner

En ter your TIN in the ap p ro p ria te box The TIN p r ovided must m at c h the name given on li n e to a vo i d

ba c u p with holding F or In d ividua l s, this is gen erally y o ur social security number (SSN) Ho we v er, f o r a

resident alien, sole propr i etor , or d i sregarded entity, see the instructions for Part I, later For other

entit i es, it is your employer identification number (EIN) If you do not have a number , see How to get a

TI N , l a te r

Note: If the account is in more than one name , see the instructions for line 1 Also see What Name and

Number To Give the Requester for guidelines on whose number to enter

Under penalties of pe~ury , I certify that:

1 The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2 I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am

no longer subject to backup withholding; and

3 I am a U S citizen or other U.S person (defined below); and

4 The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct

Certification Instructions You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return For real estate transactions, item 2 does not apply For mortgage interest paid,

acquisition or abandonment of secured property , cancellation of debt , contributions to an Individual retirement arrangement (IRA), and generally, payments other than I nterest and dividends , you are not required to sign the certification , but you must provide your correct TIN See the Instructions for Part II, later

Future developments For the latest information about developments

related to Form W-9 and its instructions, such as legislation enacted

after they were published, go to www.irs.gov/FormW9

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an

info r mation r eturn with the IRS must obtain your correct taxpayer

identification number (TIN) which may be your social security number

(SSN), indiv i dual taxpayer ident i fication number (ITIN), adoption

tax pa y e r identificati on n umb er ( A TIN) , or empl oy er Id enti fica ti o n nu m b er

(EI N ) , t o rep o rt on a n i n f or m a tion retu rn t he amoun t pai d to y o u, or o ther

amount reportable on an information return Examples of informat i on

returns include, but are not limited to, the following

• Form 1 099-INT (interest earned or paid)

• Form 1 099-S (proceeds from real estate transactions)

• Form 1 099-K (merchant card and third party network transactions)

• Form 1 098 (home mortgage interest) , 1 098 - E (student loan Interest) ,

1098 - T (tuition)

• Form 1 099-C (canceled debt)

• Form 1 099-A (acquisit i on or abandonment of secured property) Use Form W-9 only If you are a U.S person (including a resident alien), to provide your correct TIN

later