HomeMy WebLinkAboutIR2 Interior Resource Inc; 2006-01-23;RATIFICATION OF AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR
Interior Design Services for the Senior Center Expansion Project with
Ir2, Incorporated
This Ratification of Amendment No. 3 is entered into the JO day ofO _
but effective as of the January 23rd, 2008, extending and amending the agreement dale'd January 23,
2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Ir2,
("Contractor") (collectively, the "Parties") for interior design services for the Senior Center Expansion
Project.
RECITALS
A. On October 31st, 2006, the Parties executed Amendment No.1 to the Agreement to add
additional design services related to City initiated changes to the original design; and
B. On October 10th, 2007, the Parties executed Amendment No. 2 to the Agreement to add
additional design services related to City initiated changes to the original design and to extend the contract
to January 23 , 2008; and
C. The Agreement, as amended from time to time expired on January 23rd, 2008 and
Contractor had performed additional work at the direction of the City prior to the January 23rd, 2008; and
D. The Parties desire to alter the scope of work of the Agreement to add additional design and
construction administration services due to City initiated changes related to mechanical engineering
consultation on additional air conditioning units, waterproofing, and related items and associated
reproduction costs to provide plans.
E. The Parties desire to extend the agreement for a period of seven (7) months to August 23rd,
2008.
F. The Parties have negotiated and agreed to a cost for these services already performed in
the amount of one thousand three hundred eighty six dollars ($1 ,386).
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1 . The retroactive extension and amendment of the Agreement is ratified.
2. In addition to those services contained in the Agreement, as may have been amended from time to
time, Contractor has provided those services described in "D" above.
3. City will pay Contractor for all work associated with those services one thousand three hundred
eighty six dollars ($1,386).
4. Contractor has satisfactorily completed all work described in "D" above however the contract is
extended to August 23rd, 2008, to allow for payment of the work.
5. All other provisions of the Agreement, as may have been amended from time to time, will remain in
full force and effect.
6. 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 #05.22.01
7. 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
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
City Manager
ATTEST:
LORRAINE M. WOOD
City Clerk
(e-mail address)
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 officers) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R, City Attorney
Deputy City Attorney
City Attorney Approved Version #05.22.01
RATIFICATION OF AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR
Interior Design Services for the Senior Center Expansion Project with
Ir2, Incorporated
This Ratification of Amendment No.2 is entered into the \Ui day of
'T 2007, but effective as of the 23rd day of January, 2007, extending and
amending the agreement dated January 23, 2006 (the "Agreement") by and between the City of
Carlsbad, a municipal corporation, ("City"), and Ir2, ("Contractor") (collectively, the "Parties") for
interior design services for the Senior Center Expansion Project.
RECITALS
A. On October 31, 2006, the Parties executed Amendment No.1 to the Agreement to
add additional design services related to City initiated changes to the original design; and
B. The Agreement, as amended from time to time expired on January 23, 2007 and
Contractor continued to work on the services specified wherein without the benefit of an
agreement.
C. The Parties desire to alter the scope of work of the Agreement to add additional
design and construction administration services due to City initiated changes to the location of the
computer server room, structural assessments to uncovered cracks in the second floor slab, floor
plan layouts, and additional construction administration needs.
D. The Parties desire to extend the term of the project 12 months to January 23,
2008.
D. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule which is attached to and incorporated in 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 . The retroactive extension and amendment of the Agreement is ratified.
2. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor has provided, or will provide, those services described in
Exhibit "A".
3. City will pay Contractor for all work associated with those services described in
Exhibit "A" on a time and materials basis not-to-exceed eleven thousand four hundred and
seventy five dollars ($11,475).
4. Contractor will complete all work described in Exhibit "A" by November 15th, 2007.
5. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
6. 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 #05.22.01
1
7. 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.
CITY OF
corporation
By:
(e-mail address)
(print name/title)
ATTEST:
o !L()QL
TORfeAINE M. WOOD
City Clerk
(e-mail address)
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:
RONALD R. BALL, City Attorney
By:.
Deputy City Attorney
City Attorney Approved Version #05.22.01
Ir
Interior | Resource
CORRESPONDENCE-N2
DATE May 28, 2007
Revised June 17,2007
CLIENT Mark Steyaert
City of Carlsbad - Recreation Department
1200 Carlsbad Village Drive
Carlsbad, CA 92008
CONSULTANT Ir2 - Interior Resource, Inc.
2468 Historic Decatur Rd., Suite 250
San Diego, CA 92106
PROJECT
SCOPE
FEE
PROVISIONS
Letter of Authorization for Additional Services #4
City of Carlsbad
CC-0503-4
Ir2 - Interior Resource, Inc. shall provide additional services as follows:
• Relocate IT Server Room to an existing telephone room. Scope includes Electrical and
Mechanical Engineering plan revisions and coordination
• Structural Engineering assessment at existing concrete slab. Scope includes site visit,
coordination and brief report.
• Ongoing Construction Administration:
Extensive coordination and RFFs with John Carey Construction during bidding
process.
Coordination and meeting with furniture vendor(s).
Additional coordination for Fitness Room and 1st Floor. Scope includes fitness
equipment, new layout review, new finish proposed, new TV location, etc.
Additional coordination for proposed changes to 2nd Floor.
Architectural and Engineering Consultants $11,475
Ir2 - Interior Resource, Inc. agrees to provide the services outlined herein using 2007 standard
hourly rates, for a fee of $11,475, not including project reimbursables. Reimbursable expenses
incurred in connection with the project will be billed at cost plus 15%. Ir2 - Interior Resource,
Inc. will not exceed these fees without prior written authorization.
This Letter of Authorization shall act as a reference for definition of project scope and an estimate
of fees. This document is made a part of the Agreement dated November 28, 2005, when signed
by an officer of both firms. Ir2 - Interior Resource, Inc. will invoice Client at the end of each
month for work performed in the preceding month. Due and payable upon receipt.
EXHIBIT A
P:\Proposals\2007\City of Carlsbad\CC-0503-4_ASA tf4_REV_6.17.07.doc
2468 HISTORIC DECATUR RD #250 SAN DIEGO CALIFORNIA 92106 www.ir2.com
619.325.1881
619.325.1882
RATIFICATION OF AMENDMENT NO.1 TO AGREEMENT
FOR INTERIOR DESIGN SERVICES FOR THE SENIOR CENTER EXPANSION
PROJECT WITH IR2, INCORPORATED
This Amendment No.1 is entered into thecjr day of (Ifitftfhf ^ , 2006, but
effective as of the 30th day of June, 2006, ratifying this amendment to the agreement dated
January 23, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal
corporation, ("City"), and Ir2, Incorporated ("Contractor") (collectively, the "Parties") for interior
design services for the Senior Center Expansion Project.
RECITALS
A. The Parties altered the scope of work of the Agreement to add additional design
services.
B. The Parties previously negotiated and agreed to a supplemental scope of work
and fee schedule, which is identified as Exhibit A to this Amendment that modified the
Agreement's Scope of Services and Fee. This Amendment's Exhibit A is attached hereto and is
incorporated herein.
C. The Parties desire to ratify the supplemental scope of work which has already
performed by the Contractor without the benefit of this Amendment.
NOW, THEREFORE, in consideration of the above recitals that are incorporated into this
Amendment and the mutual covenants contained below, City and Contractor agree as follows:
1. This Amendment to the Agreement is ratified.
2. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor has provided, or will provide, those services described in
Exhibit "A" to this Amendment.
3. City will pay Contractor for the work associated with the services described in
Exhibit "A" to this Amendment on a time and materials basis not-to-exceed ten thousand six
hundred eighty dollars ($10,680.00).
4. Contractor will complete all the work required under the Agreement, as modified
from time to time pursuant to the terms and conditions of the Agreement and this Amendment.
5. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
6. 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.
7. 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.
City Attorney Approved Version #05.22.01
CONTRACTOR
*B
(print name/title)
(e-mail address)
(print name/title)
fab x1/ 2. .
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
City Manager or Mayor
ATTEST:
ODRR
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:
RONAL
Deputy City Attorney
REV. 10/03/2006
EXHIBIT "A"
SCOPE OF SERVICES
The following are the additions to the original scope of services to allow Ir2 to provide changes in
the City's requirements:
1. Included a restroom design for the first floor and provide for a kiln in the $3,000.00
"art room"
2. Revisions to the second floor office layouts due to change in personnel $3,900.00
anticipated to be occupying the second floor.
3. Add a shower to the first floor and convert a previously specified office $3.780.00
to a reception area.
TOTAL OF AMENDMENT NO. 1 $10,680.00
* Modifications includes interior, mechanical, electrical, and all disciplines necessary to make
adjustments to the final plans and specifications.
City Attorney Approved Version #05.22.01
AGREEMENT FOR INTERIOR DESIGN SERVICES FOR THE SENIOR CENTER
EXPANSION
(Ir2> Incorporated)
^ THIS AGREEMENT is made and entered into as of the g? day of
UlWUta/i<4-- . 2006. by and between the CITY OF CARLSBAD, a municipal
coloration, ("C^ity"), and Ir2' Incorporated, a Corporation, ("Contractor").
RECITALS
A. City requires the professional services of an Interior Design Firm that is
experienced in design and planning.
B. Contractor has the necessary experience in providing professional
services and advice related to interior design and planning for the Senior Center
Expansion Project.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. 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 in an amount not to exceed fifty thousand
dollars ($50,000) per Agreement year. 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.
City Attorney Approved Version #04.01.02
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be sixty two thousand seven hundred and forty dollars ($62,740.00). No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. 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".
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. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
City Attorney Approved Version #04.01.02
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 in whole or in part by any willful misconduct or negligent act or omission 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 carrier is required to have a current Best's Key Rating
of not less than "A-:V".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney 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.
10.1.1 Commercial General Liability Insurance. $1.000.000 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.
10.1.2 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.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
City Attorney Approved Version #04.01.02
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 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:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 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 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 anytime,
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
City Attorney Approved Version #04.01.02
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 notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name: Mark Steyaert Name
Title: Park Development Manager Title
Department: Recreation Address
City of Carlsbad
Address: 1200 Carlsbad Village Dr. Phone No. frl^- ^3]
Carlsbad, CA 92008-1989
Phone No. (760)434-2855
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.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
City Attorney Approved Version #04.01.02
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
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
that the services 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 (10) 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.
City Attorney Approved Version #04.01.02
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.
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
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acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS 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 or 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.
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:
i(sign
CITY OF CARLSBAD, a municipal
corporation of the State of California
irfVi^MX
City Manager
(print name/title)ATTEST:
(e-mail address)
8
''//, dtty ^t(d?ney Approved Version #04.01.02
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. "Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President 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:
RONALD R. BALL, City Attorney
By:.
Deputy City Aflprney
City Attorney Approved Version #04.01.02
Interior | Resource
CORRESPONDENCE-!^
EXHIBIT A
DATE
CLIENT
CONSULTANT
PROJECT
OVERVIEW
SCOPE
DESIGN
September 21, 2005
November 28, 2005 revised
Bob Richardson
Public Works Supervisor
City of Carlsbad
405 Oak Avenue
Carlsbad, California 92008
Ir2 - Interior Resource, Inc.
1500 State Street, Suite 230
San Diego, CA 92101
Design and Planning Services
City of Carlsbad, Senior Center
First Floor - Senior Center Expansion
Existing Facility at the Carlsbad Senior Center in Carlsbad, California
(8,475 s.f., approximately 4 personnel and +/- 6 support areas)
Second Floor - Administrative Office
(5,770 s.f., approximately 8 personnel and +/- 4 support areas)
CC-0503
The City of Carlsbad owns an existing building which is currently housing the Carlsbad Senior
Center. They would like to renovate approximately 14,245 square feet to accommodate a
relocation of a portion of the City's Recreation Department (Phase I) on to the 2nd floor of the
Senior Center (5,770sf) and a renovation of a portion of the existing Senior Center (Phase II)
(8,475sf).
Programming, Design, Construction Documents and Construction Administration Services, are
outlined in this proposal. All services will be provided by Ir2 - Interior Resource, Inc. (Phases
Not In Contract (N.I.C.) are noted in italics.)
1.0 PROGRAMMING/ NEEDS ASSESSMENT
1.1 Project Organization - Manage all administrative responsibilities required to
complete the Programming/ Needs Assessment phase including project start-
up budget, meetings, correspondence, schedule, etc. (1 meeting)
1.2 Project Kick-off - Conduct initial project meeting to determine current
space projections, design direction and project intent (design preferences,
furniture re-use strategy, finish standards, budget, schedule, etc.).
Outline goals, expectations and approval process.
1.3 Interiors Project Schedule — Establish project timeline in Microsoft Project
2002 outlining the interior project process, key tasks, durations and
resources. Monitor and update as necessary. (2 updates)
1.4 Needs Assessment - Meet with Senior Center staff to develop a written
program for functional uses of the expansion space. Coordinate with City's
consultant to co — develop equipment requirements for spaces.
1500 STATE STREET SUITE 230 SAN DIEGO CALIFORNIA 92101 www.ir2.com
619.231.8797
619.231.3070
CORRESPONDENCE-M0
Interior | Resource
1.5 Building Analysis - Conduct site survey to understand business operations
and existing site conditions. Report as necessary.
1.6 Electrical/ Equipment Surveys - Receive from Client all shared and general
electrical equipment needs which establish location, use, power requirements
and data. Gather all electrical cut sheets as available.
1.7 Field Verification - Field verify existing site to confirm visible architectural
conditions. Create and input AutoCAD documents. Confirm electrical,
ceiling grid, plumbing, lighting, doors and HVAC locations as visible
confirmation allows.
1.8 Preliminary Budget — Assist Client to develop preliminary interiors budget
to include permits, construction, consultant services, furniture, relocation,
and special considerations.
1.9 Review and Approval - Review all Programming Documents with Client for
signature approval prior to proceeding with Phase 2.0 Schematic Design.
Programming/ Needs Assessment Deliverable! include: Interiors Project Schedule, Needs
Assessment, Building Analysis, Electrical/ Equipment Surveys, Field Verification Preliminary
Budget.
2.0 SCHEMATIC DESIGN
2.1 Project Organization - Manage all administrative responsibilities required to
complete the Schematic Design phase including, meetings, correspondence,
schedule, etc. (2 meetings)
2.2 Space Plans — Develop preliminary space plan depicting offices, support
areas/ rooms and open plan workstations. (1 revision)
2.3 Design Concept - Develop preliminary finish and material design concept to
include architectural finishes for walls, floors, millwork, hardware, specialty
ceiling and lighting. (2 options)
2.4 Schematic Design Documents - Develop Preliminary Schematic Design
Documents to include sketches, elevations, ceiling and electrical as necessary
to convey design intent.
2.5 Review and Approval - Review all Schematic Documents with Client for
signature approval prior to proceeding with Phase 3.0 Design Development.
Schematic Design Phase Deliverable! include: Space Plan, Design Concept, Schematic
Design Documents.
3.0 DESIGN DEVELOPMENT
3.1 Project Organization — Manage all administrative responsibilities required to
complete the Schematic Design phase including, meetings, correspondence,
schedule, etc. (2 meetings)
3.2 Interior Finishes and Materials - Refine all interior finishes and materials.
P:\Proposds\2005\Cit)' Of CarLsbad\City of Carlsbad revised -11.28.05.doc
CORRESPONDENCE-N"
Interior | Resource
3.3 Color Board - Provide (1) final color board based upon approved finishes
and materials. Ir2 to make (1) presentation of color board.
3.4 Review and Approval - Review all Design Documents with Client for
signature approval prior to proceeding with Phase 4.0 Construction
Documents.
Design Development Phase Deliverable! include: Interior Finishes and
Materials, Color Board.
4.0 CONSTRUCTION DOCUMENTS
4.1 Project Organization - Manage all administrative responsibilities required to
complete the Construction Documents phase including budget, meetings,
correspondence, schedule, etc. (2 meetings)
4.2 Construction Documents - Finalize all construction documents to include:
Tide Sheet and General Notes Sheets, Site Plan, Existing Plan, Demolition
Plan, Floor Plan, Power and Communications Plan, Reflected Ceiling Plan,
Finish Plan, Interior Elevations and Details, Door Schedule and
Specifications, Millwork/ Casework Plan.
4.3 Material Binder - Produce Material binder to include samples and
specifications of all interior finish materials and applications.
4.4 Consultant Interface - Provide consultant coordination to include base sheet
background to electrical, mechanical and plumbing engineers. Ir2 to contract
directly with Consultants for engineering services.
4.5 T.I. Budget - In conjunction with Client's Project Manager, participate in
the development of a preliminary T.I. Budget based on Schematic Design
Documents.
4.6 Review and Approval - Review all Construction Documents with Client
prior to proceeding with 5.0 Construction Administration.
Construction Document Phase Deliverables include: Construction Documents, Material
Binder.
5.0 CONSTRUCTION ADMINISTRATION OR OBSERVATION
5.1 Project Organization - Manage all administrative responsibilities required to
complete the Construction Administration phase including budget, meetings,
correspondence, schedule, etc. (8 meetings)
5.2 Pre-Construction - Assist Contractor in interpreting construction
documents during pricing and provide value-engineering clarification as
requested.
5.3 Permitting - Ir2 will submit plans to the Building Department for
preliminary plan check and occupancy analysis and make minor plan check
revisions as required to obtain permit. Ir2 will coordinate sub-consultants.
Each sub-consultant is responsible to obtain their own permit. Contractor
shall be responsible for obtaining formal approval and building permits from
the City's Building Department.
Pi\Proposils\2005\City Of Carlsbad\City of Carlsbld revised -1 L28.05.doc
-3-
CORRESPONDEIMCE-N0
Interior | Resource
ASSUMPTIONS
5.4 Submittal Review - Review shop drawings and submittals of all interior
architectural finishes and materials including millwork/ casework.
5.5 Construction Administration or Observation / Project Management -
Attend Construction meetings and review schedule, proposed substitutions,
Requests for Information (RFI), change orders, price request clarifications,
other communication, documentation and notification of items to be
inspected.
5.6 Site Visits - Conduct regular site visits, as required to review progress of
work and adherence to design intent, (visits are included in Project
Organization)
5.7 Architectural Punchlist - Participate in Architectural Punchlist to review
finishes and Interior Design details. Coordinate resolution of any Interior
Design punchlist items.
5.8 General Contractor Bid Process (RFP) — Prepare Bid Package for General
Contractors based on Ir2 's Construction Documents. Administer bids, assimilate
responses, summarize results and make recommendations. (N.I. C.)
Construction Administration Phase Deliverables include: Shop Drawing Redlines and
Submittal Approvals, Change Requests and Architectural Punch List.
1. Project to begin December 5, 2005 with an estimated 20 week duration.
2. Client to provide current as-built AutoCAD documents (if available) of all buildings
affected. Corrupt AutoCAD documents that require reformatting are not included in fee.
3. Client to provide required information and communicate expeditiously.
4. One weekly meeting (1 hour) is estimated for the duration of schedule.
5. Client to assign a representative responsible and capable to review and approve documents
on their behalf.
6. Client project team to approve documents prior to Ir2 proceeding to next activity.
7. Re-documenting As-Builts may require additional fees upon findings.
8. Ir2 is not responsible for performance of other consultants contracted directly to Client.
9. Ir2 will complete the Interior Architecture as a single package and the project will be
constructed as a single phase. Client will identify an individual who understands Client
policies and objectives, has the authority to commit to major decisions and will provide
direction to Ir2 and interpret input from other team members.
10. Casework (base cabinet millwork) is limited to built-in items. Furniture is limited to
freestanding items. Equipment requirements (permanently attached items, built-in seating,
etc.) are not included in this proposal.
11. No professional renderings or models are included.
P:\Proposals\2005\City Of Cirlsbad\City of Carlsbad revised -11.28.05.doc
-4-
Ir
CORRESPONDEMCE-N0
Interior | Resource
SCHEDULE
FEE
12. Major revisions to documents as a result of any value engineering will be billed in addition to
the basic services per the hourly rate schedule attached.
13. Standard building department processing is included as a part of this proposal. Health
Department or other submittals are not included in this proposal. Fees assessed by the
governing agencies are not included.
14. This proposal does not include engineering consulting or any lab design beyond base
building design services, excluding specialized lab equipment and engineering support
systems.
15. Ir2 will provide coordination including base sheet background to electrical, mechanical and
plumbing engineers for their use in documenting the final design and specifications for all
requirements. Ir2 to contract directly with Consultants for such services.
16. Ir2 assumes basic support area design (i.e., conference rooms, file rooms, copy/ fax/ central
service areas, lunch rooms). Customized specialty areas beyond the basic design may require
adjustment in fees.
17. Contractor to confirm all existing electrical outlets and j boxes.
18. Ir2 is not responsible for the accuracy of the furniture dealer's final specifications and
furniture order.
19. Furniture Inventory is not included in this Phase. If it is determined a requirement, a
separate proposal will be required.
20. Furniture Planning and Management and Migration Planning are not included in this
Proposal.
The project schedule will be determined at project initiation. Ir2 - Interior Resource, Inc. will
collaborate with Client to develop a mutually agreed upon project schedule and endeavor to
expedite the completion of each Ir2 task to meet all interim and final target dates.
Services outlined herein for the above scope of services are provided as estimated below:
Phase Description Estimated Fee
1.0 Programming/ Needs Assessment
2.0 Schematic Design
3.0 Design Development
4.0 Construction Documents
5.0 Construction Observation
Mechanical Engineer
Electrical Engineer
Reimbursables
Sub Total
Grand Total
$ 5,145
$ 5,015
$ 5,530
$ 15,595
$ 39,830
$ 10,865
$ 9,545
$ 2.500
$ 62,740
This Agreement contains confidential and proprietary trade secrets and is not to be reproduced in any form without
prior consent by Ir2 - Interior Resource, Inc. The contents of this agreement are not to be disclosed to anyone
outside of the Person/Client for whom it was prepared.
P:\ProposiIs\2005\CityOfCarlsbid\CityofCiirlsbadreviscd-11.2S.05.doc
-5-
Interior | Resource
CORRESPONDEMCE-N0
RATES/
ADDITIONAL
SERVICES
All Services are provided at the standard hourly rates outlined below. Additional Services
requested of Ir2 - Interior Resource, Inc. will be provided on a time and materials basis.
Principal
Project Manager
Project Designer/ Planner
Designer
Administration Support
$150 hr
$110-125hr
$ 90 - 100 hr
$ 80 hr
$ 65 hr
EXPENSES Reimbursable expenses will be estimated at approximately 8% of the project fee. Reimbursable
expenses for plotting, printing, copying, shipping, courier, telephone calls and faxing are billed at
cost plus 15% mark-up.
Reimbursable travel expenses within San Diego County are limited to mileage expenses charged at
$ .46 per mile.
Reimbursable travel expenses outside of San Diego County include mileage at $ .46 per mile and
$75.00 per hour for door to door travel time. Other transportation, hotel and food are billed at
cost plus 15% mark-up.
PROVISIONS Ir2 - Interior Resource, Inc. has reviewed the City of Carlsbad's Agreement for Professional
Services and agrees to sign its Contract in Lieu of our normal Provisions
AGREEMENT This proposal shall serve as the Agreement when signed by an officer of both firms.
Ir2 - Interior Resource, Inc. will invoice Client at the end of each month for work performed in
the preceding billing period. Due and payable upon receipt. Client agrees to pay as stated.
ACCEPTANCE THIS AGREE:HEREBY ACCEPTED AS SET FORTH ABOVE:
This Agreement contains confidential and proprietary trade secrets and is not to be reproduced in any form widiout
prior consent by Ir2 - Interior Resource, Inc. The contents of this agreement are not to be disclosed to anyone outside
of the Person/Client for whom it was prepared.
P:\Proposals\2005\City Of Carlsbad\City of Carlsbad revised -1 L28.05.doc
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