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SchneiderCM Inc; 2016-08-12;
AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE LEO CARRILLO RANCH HISTORIC PARK STABLES RESTORATION AND RESTROOM CONSTRUCTION SCHNEIDERCM, INC. 2 is enlered into and effective as of the d Ljtk) day of --~~...L.oill....::i~_,....----' 20B, extending and amending the agreement dated August 12, 201 the "Ag e ment") by and between the City of Carlsbad, a municipal corporation, ("City"), and SchneiderCM, nc., ("Contractor") (collectively, the "Parties") for construction management. RECITALS A. On June 19, 2017, the Parties executed Amendment No. 1 to extend and fund the Agreement for a period of one year; and B. The Parties desire to alter the Agreement's scope of work for additional construction management services; and C. The Parties desire to extend the Agreement for a period of one year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twenty thousand eight hundred eighty dollars ($20,880.00). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed twenty thousand eight hundred eighty dollars ($20,880.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by August 12, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5 All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 1 /30/13 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: Parks & Recrea ion Director c_'"',t,.e,c_ ~f >..::)c:::1 Qcy,e /~1/)GJS> (print name/title) 1 By: ~~- (sign here) (C¥f "5ctr/~, Dc--12 (print name/title) /cFo ATTEST: \J,um, .. Ac, Knl1il~ ~ARBARA ENGLESON u-~ity Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~ ~ a11J City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE • Additional construction management time and effort needed to assist with unforeseen electrical relocation at restroom and electrical design revisions at both facilities. o 24hrs@ $145 = $3,480 • Additional construction management time and effort needed to assist with structural steel redesign at stables. o 50hrs@ $145 = $7,250 • Additional construction management time and effort needed to coordinate remediation from unforeseen structural termite damage at stables. o 30hrs@ $145 = $4,350 • Additional construction management time and effort needed to assist with redesign and layout of structural concrete at stables. o 16hrs @$145 = $2,320 • Additional construction management time and effort needed to negotiate change order requests from the general contractor at both facilities, as differing site conditions have resulted in approximately $85,000 in construction changes. o 24hrs @ $145 = $3,480 SCHEDULE OF FEES The tasks outlined in the scope of services will be billed on a time and materials basis based on the hourly rate listed below. Total Amendment amount shall not exceed twenty thousand eight hundred eighty dollars ($20,880.00). ITEM NO. DESCRIPTION PRICE 1 Construction Manager $20,880.00 • 144 hours at $145/hour TOTAL $20,880.00 City Attorney Approved Version 1/30/13 3 ___........., SCHNINC-02 F~S:~CHD ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE; (MM/0D/YYYY) ~ 6/15/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rlahts to the certificate holder In lieu of·such endorsement(s). PRODUCER License # OE67768 62fi~CT Danielle French IOA Insurance Services riVg~Jo, Ext): (949) 297-0036 52026 I rffc. Nol:(949) 297-5960 4370 La Jolla Village Drive Suite600 !iit-'..t'J!..,.,.Danlelle.French@loausa.com San Diego, CA 92122 INSURER/SI AFFORDING COVERAGE NAIC# · 1NsURERA:RLI Insurance Comoanv 13056 INSURED INSURER e: Continental Casualtv Comoanv 20443 SchneiderCM, Inc. INSURERC: 7459 Circulo Sequoia INSURERD: Carlsbad, CA 92009 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1~1: TYPE OF INSURANCE ~ .. l'.Pk i~~~ POLICY NUMBER POLICYEFF POLICY EXP LIMITS .. A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 t--D CLAIMS-MADE [R] OCCUR R~b~U9 .. ~~..P..-a, 1,000,000 X PSB0001593 07/01/2018 07/01/2019 $ x Add'l lnsd/Prlm/WOS . MED EXP fAnv one oersonl $ 10,000 x Form# PPB3040212 PERSONAL & ADV INJURY s 2,000,000 t--4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s ~ POLICY oo ~m D Loe PRODUCTS -COMP/OP AGG s 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY ~~~l~~~1f1NGLE LIMIT s 2,000,000 -ANY AUTO PSB0001593 07/01/2018 07/01/2019 BODILY INJURY fPer oersonl $ -OWNED ~ SCHEDULED t--AUTOS ONLY t--AUTOS BODILY INJURY fPeraccldanll s X ~ll'\-WsoNLY X ~8f~~NT.'? r1e9~~Je'ri,~AMAGE $ s ---UMBRELLA UAB HOCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION I ~-v~rrJ: I I g&1i· AND EMPLOYERS' LIABILITY YIN PSW00015S~ 07/01/2018 07/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D X E.L EACH ACCIDENT $ f,.\'.FICER/M~M~ffl EXCLUDED? N/A 1,000,000 anilatory n ) E.L DISEASE -EA EMPl OYEE S gi;Mifi~ ~#~PERATIONS below E.L DISEASE -POLICY LIMIT S 1,000,000 B Prof Llab; Clms-Made MCH591889923 07/01/2018 07/01/2019 PerClalm 2,000,000 B $10K Per Clm Ded MCH591889923 07/01/2018 07/01/2019 Aggregate 4,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, AddlUonal Remarks Schedule, may be attached If more apace Is required) Re: As-Needed Vertlcal Construction Management and Inspection Services City of Carlsbad Is Additional Insured with respect to General Llablllty as required by written contracL Waiver of Subrogation applles to Workers Compensation as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium In accordance with the policy provisions. CERTIFICATE HOLDER City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668-ECM #36050 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0001593 Named Insured: SchneiderCM, Inc. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION 11 -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury'', "property damage" or "personal and .advertising injury'' caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection .with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This Insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this Insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury'' or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury'' for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury'', "property damage" or "personal and advertising injury'' arising out of ''your work'' performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered Into by you before the "bodily Injury'' or "property damage" occurs, or the "personal and advertising injury'' offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB3040212 Page 1 of 1 Policy Number: PSB0001593 Named Insured: SchneiderCM, Inc. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury'', "property damage" or "personal and .advertising injury'' caused in whole or In part by you or those acting on your behalf: a. In the performarice of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection .with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This Insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of Insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree In a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury'' or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury'' for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury'', "property damage" or "personal and advertising injury'' arising out of ''your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered Into by you before the "bodily injury'' or "property damage" occurs, or the "personal and advertising injury'' offense Is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB3040212 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC040306 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be __ 2 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss. Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endoraefl'lent ohen~ea the polloy to which 11111 allechi!d ettd la tiffactlva on thEt date l!l!lued unleaa olherwl11t1 11tated, ('the l11format1011 below 111 required only when this endorHl'l'lent 111 laaued 11ull111quent to preparation of the policy,) lt111ured 9ohnslderCM, lno. Polley No. PSW0001591 ln§utenee Oc11T1pany RLI lnsuranee Ootnp~ny Et1dorsarnant No, G0Ut1lilrafgned ey ===================== ®1M8 by the Workor@' Oomr,enaatlon lneuranca Rating ElurMu of enllfornla, All rlghla reaarvetl, AMENDMENT NO. 1 TO EXTEND AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE LEO CARRILLO RANCH HISTORIC PARK STABLES RESTORATION AND RESTROOM CONSTRUCTION SCHNEIDERCM, INC. jis Amendment No.-1-is entered into and effective as of the 1q-tt1 day of ! UV\.e , 201]_, extending the agreement dated August 12, 2016 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and SchneiderCM, Inc., ("Contractor") (collectively, the "Parties") for construction management. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on August 12, 2018 on a time and materials basis not- to-exceed thirty-five thousand dollars ($35,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR ~rt?e:::~ CW7 t,VC. I (sign here) CNlL ~~ /f~:;,p~;Jf (print name/title) (sign here) CPrt?t ?effiJtZ"'Pd/cpo (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~ t C1ty Attorney City Attorney Approved Version 1/30/13 2 AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE LEO CARRILLO RANCH HISTORIC PARK STABLES RESTORATION AND RESTROOM CONSTRUCTION SCHNEIDERCM, INC. THIS A REEMENT is made and entered into as of the JJ.,(.}) day of f?!i_A.&.....~~~~'------' 20JU, by and between the CITY OF CARLSBAD, a municipal , ("City"), and SchneiderCM, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of a firm that is experienced in construction management. B. Contractor has the necessary experience in providing professional services and advice related to construction management. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for one additional one year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-four thousand nine hundred and forty-five dollars ($34,945.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 4/1/15 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHERCONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance City Attorney Approved Version 4/1/15 2 carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1 ,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or City Attorney Approved Version 4/1/15 3 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Kyle Lancaster Title Parks Services Manager Department Parks & Recreation City of Carlsbad Address 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 Phone No. 760-434-2941 For Contractor Name Carl Schneider Title CEO ------------------------------ Address 7 459 Circulo Sequoia Carlsbad, CA 92009 Phone No. 619-905-5522 Email carl. schneider@sch neidercm. net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 4/1/15 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 4/1/15 5 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 4/1/15 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: (sign here) c4-f2?= ~#IJ@o~te:. Jette~ toe~·~ (print name/titlej (sign here) C.-t~Ze-?c.'H/I...J::t.r a_,.J« /ceo (print name/title) 1 CITY OF CARLSBAD, a municipal corporation of the State of California By: City Mana er yor or Division Director as authorized by the City Manager ATTEST: ~(b/(.1i/r__~_;jr- BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~~~~:...===--Q __ _ ~City Attorney City Attorney Approved Version 4/1/15 7 EXHIBIT " A" SCOPE OF SERVICES SchneiderCM, Inc. will perform construction management services for the Leo Carrillo Ranch Historic Park Stable Restoration and New Restroom Construction Projects. 1. PRE-CONSTRUCTION SUPPORT SERVICES Task 1.1 -Constructability Review of Construction Documents Review the project construction documents and provide comments and corrections for the 100% plans and specifications which include, but are not limited to Demolition Plans; Grading and Drainage Plans; Earthwork Calculations; Storm Drain Plans; Wet Utility Plans; Horizontal Control Plans; Architectural Plans and Details; Landscape Hardscape Plans; Construction Details; Lighting and Electrical Plans and Details; Landscape Planting Plans and Details; and Irrigation Plans and Details. Services shall also include review of the completed REVIT model, prepared by the design team's Architect, for the Leo Carrillo Ranch Historic Park Stables and Restroom. The BIM model LOD will be provided illustrating the various building systems, placements, sizing, etc. Task 1.2-Project Bid Documents Review and provide comments and corrections for the project bid documents which consist of the City's Standard Public Works Contract Documents, General Provisions, Supplemental Provisions, Technical Specifications and Appendices, and the project construction plans. Document review shall occur at the 100% complete plan review. Any inconsistencies between the City's General and Supplemental Provisions and the Technical Specifications, Appendices and Construction Documents prepared by the design firm shall be identified. (Note: Appendices will include Soils Report, SWQMP and SWPPP) Task 1.3-Opinion of Probable Cost Review the estimate of probable construction costs based on the 100% complete plans in order to identify any recommended refinements or modifications that can be incorporated into the final construction documents to ensure that the projects can be constructed within the established budget. The review shall take into consideration area and quantity take-offs applied to labor and material cost, allowances for general conditions, Contractor's profit and overhead, City costs, and contingencies. Prior to final approval of bid documents, review the updated estimate which will be prepared at the 100% complete stage to reflect any changes in cost resulting from design, materials, or quantity changes. Task 1.4-Bidding Phase Provide pre-construction management and administration support services during the project bidding phase which includes, but is not limited to Coordination of Pre-Bid Site Visits; Pre-Bid Meeting with City's Municipal Project Manager and other appropriate parties; and Evaluation of Contractor Bids. City Attorney Approved Version 4/1/15 8 2. PRE-CONSTRUCTION SERVICES Task 2.1 -Project Management Coordinate and meet with the City's Municipal Projects Manager prior to bidding of the project. Initiate project activities and provide general project oversight. Based upon the City approved Document Management System, incorporate the Document Management Systems and procedures for documenting communications and correspondence. Provide examples of all City provided forms that the Construction Manager (CM) and Contractor will be required to use to transmit and formalize all Requests for Information (RFI), clarifications, submittals, substitution requests, concrete pour notifications, and other official project documents. Develop points of contact with all team members (project directory). Prepare a list of all standard forms, documents and reports and develop distribution lists and logs for each of the listed document types. All project documents are to be retained by the selected construction management firm for a period of three years after conclusion of the project. Task 2.2-Pre-Construction Conference Notify appropriate parties to schedule and conduct the Pre-Construction Conference with City Staff, Architect and the Contractor. The meetings shall cover the overall project objectives, responsibilities of key personnel and agencies, schedules, schedule of values (bid breakdown), procedures for handling submittals, correspondence, utility relocations, local agency permit requirements, requests for clarification, progress payments, change orders, and other pertinent topics. Provide opportunities to have the Contractor's questions answered. 3. CONSTRUCTION SERVICES Task 3.1 -Contract Administration/Management The CM shall be responsible for assisting the City's Municipal Projects Manager with all aspects of contract compliance, change/claims processing, negotiations and contract interpretation and enforcement. The CM shall utilize the field offices provided by the Contractor. Furniture and basic office equipment shall be provided by the Contractor in accordance with the specifications. The CM shall oversee, perform, and coordinate work included within this scope of services, as directed by the City. The CM shall: prepare reports, letters, and memoranda; attend meetings; prepare meeting agendas and minutes, monitor and track the expiration of insurance requirements and obtain updated certificates from the Contractor; coordinate testing and specialty services; review daily testing/inspection notes and identify and report nonconforming items; notify the City of significant problems and discrepancies; assist the City with interpreting drawings, specifications and reference standards; monitor construction activities and schedules; assist the City with resolving constructability problems; coordinate connections and operations; perform inspections; prepare change orders (including cost estimating services); review and notify the Contractor of test results; investigate claims; review the Contractor's Record Drawings periodically and concurrently with Contractor progress payments; and prepare project punch lists, etc. City Attorney Approved Version 4/1/15 9 Task 3.2-Reports and Communications All relevant project communications shall be documented and promptly distributed to the City and applicable parties. All original project documents and final project reports shall be furnished to the City within 60 days following filing of the Notice of Completion. Maintain field memoranda, transmittals, updated schedules, logs of shop drawings and other submittals, logs of requests for information, change orders, progress payment requests, progress meeting reports, testing/inspection reports, dates of utility service interruptions, and all other project correspondence. Weekly progress reports shall be prepared and submitted (electronically) to the City's Municipal Projects Manager and shall include the following elements: a) Summary of the prior week's main accomplishments and current construction activities. Include an evaluation of last week's report of expected task completion to actual. b) Overall Contractor's conformance to contract schedule and quality requirements. This will include a baseline schedule comparison showing all new tasks, deleted tasks, changed tasks and duration changes. Working with the contractor, prepare weekly Planned Percent Complete calculations of all planned activities. c) Identification of key problems, action items, and issues, including recommendations for solutions. d) Summary of progress payments, change orders, disputes, submittals, RFI's, and Notices of Noncompliance. e) Photographs of representative project activities printed and electronically stored. f) Provide list of Deviation Activities and any corrections taken/planned. Task 3.3-Photo Documentation Provide a video of pre-construction site conditions prior to any construction operation to confirm existing conditions within the limits of work, adjacent areas, and along haul roads to document and clearly depict pre-existing conditions. Take and share construction documentation photographs on a regular basis. Maintain a digital photographic library of all significant construction activities. Provide unique file names for photos with date and location information included. Take additional photographs to document differing site conditions, change order and claim items, and any special or unique conditions as they arise. Incorporate new software capabilities (Blue Beam, etc.) that allow photographs taken in the field to be linked to a PDF of the site plan/drawing/detail of the photographed location. A report of these photos linked to their location is to be provided weekly. Photos shall be uploaded to the approved project document management site regularly. City Attorney Approved Version 4/1/15 10 Task 3.4-Construction Progress Meetings Schedule and attend weekly construction progress meetings with the Architect, Contractor and the City. Provide meeting agendas and discuss the schedule, near-term activities, clarifications and problems which need resolution, coordination with other contractors, status of change orders, safety issues, etc. Prepare minutes of the meetings with identified action items. Prepare and distribute the minutes to the attendees within two working days. Include minutes in the monthly progress reports. Task 3.5 -Shop Drawings and Submittal Reviews Submittal review and approval are the responsibility of the design engineer and the City's Design Project Manager. The CM shall be responsible for processing and monitoring the status of all submittals. The CM shall provide a detailed review of the Contractor's submittals for coordination after receipt from the Architect. Submittals of a general nature (General Provisions & Division 1 Requirements) are to be reviewed and processed by the CM. Review of the Contractor's construction schedule and monthly updates shall be the sole responsibility of the CM with input provided from the Architect and City. CM will log, track, and monitor the Architect's role regarding the review of shop drawings, calculations, data samples, submittals, warranties and manuals from the Contractor. Shop drawings and submittals that significantly do not meet the specified requirements or design intent shall be returned to the Contractor with comments for corrections and resubmittal. Exception reports, that identify outstanding submittals or reviews needed, shall be prepared monthly by the CM. Preliminary lists of initial submittal requirements shall be prepared by the CM and issued at the Pre-Construction Conference. Task 3.6-Plans and Specifications Interpretation The CM shall review and respond to Contractor RFis if of a general nature. Technical RFis shall be submitted to the Architect for response. The CM shall maintain a log of RFis and provide written clarification to the Contractor in a timely manner. Responses to requests for changes to the design require prior approval from the City's Design Project Manager and the Architect. Obtain and maintain specification referenced standards including: local and regional specifications, codes, standards, publications, regulations, applicable permitting criteria from local, state, and federal agencies, standard drawings and specifications of the local agencies, and related documents, as referenced in the contract documents and as required to perform the work. Task 3.7-Construction Services Ensure that the Contractor's work is in compliance with the contract documents. Validate Contractor's daily reports of the construction activities including weather conditions, Contractor's equipment and manpower, work performed, materials used, site visitors, note delays in work and reasons for the delays, and deficiencies. Prepare reports of deviations and nonconformance to specifications and provide a timely response. The CM may not authorize extra work or approve of work that deviates from the contract documents. City Attorney Approved Version 4/1/15 11 Task 3.8-Progress Payments Prepare project-related invoices and progress payments. Submit all invoices to the City's Municipal Projects Manager with a recommendation stating the proper amount for payment. Use the Schedule of Values and actual quantities as a basis to prepare payment requests. The City will provide a format for monthly progress payments. Task 3.9-Contractor's Claims and Change Orders In accordance with the City's Standard Public Works Contract and Supplemental Provisions, identify, prepare, log, and monitor all Contractor or City initiated claims, changes, extra work, and change orders. Assist the City's Municipal Projects Manager with negotiating all claims to an agreed upon Contractor/CM/City conclusion. Submit change orders to the City for approval. Prepare a report providing statement of claim, extra work, or change; background leading to issue; resolution alternatives; and resolution recommendation for action by the City. Prepare written justification and independent cost estimates for each change order and negotiate costs with the Contractor. Prepare claims, extra work, and change orders that require design modifications or clarifications, including revisions to the drawings, details, and specifications. Assist the City's Municipal Projects Manager with resolving claims, extra work, and change orders for changes to the work and obtain City approval. Provide the lead role and support to the City in resolving claims and disputes. This shall include: written responses to Contractors and private parties, giving depositions, assisting with arbitration and litigation, serving as an expert witness, investigating claims for damages by private sources, design services for replacement of damaged work, and services made necessary by Contractor default. 4. PROJECT CLOSEOUT Prepare a Project Close-out Matrix of all tasks required by the Specifications and Contract Documents prior to close-out. Track the completion of these tasks. Assist the City by preparing detailed project punch lists at closeout of the project, coordinating the various City Departments' and Architects' concerns and corrections. Attend punch list walk through with each City Department that requests to provide a punch list of corrective actions. Upon correction of deficiencies, the CM shall schedule, coordinate, and conduct a final walk-through prior to the acceptance of work with the City's Municipal Projects Manager, Public Works Department, Parks & Recreation Department, Administrative Services Department, and Architect. Verify work, testing, cleanup and demobilization is complete. Check and submit final payment requests, five working days after final walk-through. Review and certify that the Contractor's project record drawings are complete and accurate and validate the As-built documents are true and accurate. City Attorney Approved Version 4/1/15 12 SCHEDULE OF FEES The tasks outlined in the scope of work will be billed on a time and materials basis based on the hourly rate listed below. Total Agreement amount shall not exceed thirty-four thousand nine hundred and forty-five dollars ($34,945.00). ITEM NO. DESCRIPTION PRICE 1 Construction Manger $34,945.00 • 241 hours at $145/hour TOTAL $34,945.00 City Attorney Approved Version 4/1/15 13