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HomeMy WebLinkAboutManuel Oncina Architects Inc; 2004-09-23;RATIFICATION OF AMENDMENT NO. 3 TO AGREEMENT FOR ARCHITECTURAL SERVICES FOR THE LIBRARY LEARNING CENTER (MANUEL ONCINA ARCHITECTS, INC.) This Amendment No.3 is entered into the^*--^ day of 2009, but effective as of the 8th day of June, 2008, ratifying the amendme/it of trte agreement dated September 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Manuel Oncina Architects, Inc., a corporation, ("Contractor") (collectively, the "Parties"). RECITALS A. On September 9, 2005, the Parties executed Amendment No. 1 to the Agreement to amend the scope of work and increase the total compensation to $285,725, and to extend the agreement for a period of two (2) years ending September 23, 2007; and B. On February 20, 2007, the Parties executed Amendment No. 2 to the Agreement to amend the scope of work and increase the total compensation to $334,725, and to extend the agreement for a period of one (1) year ending September 23, 2008; and C. The Parties desire to alter the scope of work of the Agreement to include the design and plans for building the information/welcome desk and the upstairs literacy service desk; and 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. E. The Parties desire to ratify any amended scope of work already performed by the Contractor without the benefit of this Amendment. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive 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 Two Thousand Five Hundred Twenty Five dollars ($2,525). 4. Contractor will complete all work described in Exhibit "A" by September 23, 2008. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 1 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this.Amendment. CONTRACTOR MANUEL ONCINA ARCHITECTS, INC. *By: ' Sigrrnere) Manuel Oncina. President (print name/title) 0 (e-mail address) *By: (sign Norma E. Oncina. Secretary (print name/title) C f (e-mail address) CITY OF C, corpon By: ATTEST: ci /ORRAIMEJ M. /City ClerR ^sS>"#'$£ss3'%^••••-'iSfcfe 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 Deputy City Attorn City Attorney Approved Version #05.22.01 EXHIBIT "A" Mr. Bill Plummer City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008-7314 8 June 2008 Project:Carlsbad Library Learning Center Dear Mr. Plummer, We are pleased to propose on this project for the design and plans to build the Information/Welcome Desk, and, the Upstairs Literacy Service Desk in the amount of $2,525.00 (Two Thousand Five Hundred Twenty-Five Dollars and 00/100). Sincerely Manuel Oncina Architects, Inc. By Manuel Oncina, Architect MANUEL ONCINA ARCHITECTS, INC. ARCHITECTURE 5711 LA JOLLA BOULEVARD LA JOLLA, CA 92037 WWW.ONCINAARC.COM PLANNING INTERIORS TEL 858.459.1221 FAX 858.459.1214 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL SERVICES Manuel Oncina Architects Inc. This Amendment No. 2 is entered into and effective as of the ryr day of 0 VMI rv£\ LV _ , 2007, extending and amending the agreement dated September 23, 2004 (toe "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Manuel Oncina Architects, Inc., ("Contractor") (collectively, the "Parties") for architectural services related to the Carlsbad Library Learning Center project. RECITALS A. On September 9, 2005, the Parties executed Amendment No. 1 to the Agreement to amend the scope of work and increase the total compensation to $285,725, and to extend the agreement for a period of two years ending September 23, 2007; and B. The Parties desire to alter the Agreement's scope of work to support the extended Carlsbad Library Learning Center project construction phase; and C. The Parties desire to extend the Agreement for a period of one (1 ) year ending September 23, 2008. D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached hereto and incorporated herein 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 three hundred thirty-four thousand seven hundred twenty-five dollars ($334,725). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" not-to-exceed forty-nine thousand dollars ($49,000), for total contract compensation not-to-exceed three hundred thirty-four thousand seven hundred twenty-five dollars ($334,725). Contractor will provide City, on a monthly basis, invoices to include work performed for approval by City. 3. Contractor will complete all work described in Exhibit "A" by the conclusion of construction work on the Learning Center project (estimated Spring of 2008) or September 23, 2008, whichever comes first. 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 #05.22.01 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor (print name/title)ATTEST: (e-mail address) *By: tORF City Clerk WOW (AO^ud^ (sign (print name/title) (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: RON/ suty City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE Contractor agrees to provide additional support for the extended construction phase of the Carlsbad Library Learning Center project, as follows: 1. Orion Engineering additional project support $ 3,000.00 2. C & G Engineering additional project support $ 800.00 3. Additional reimbursable expenses $ 6,327.00 4. Potential future expenses $ 399.00 5. Project submittal reviews and general construction support $38.474.00 TOTAL ADDITIONAL CONSTRUCTION SUPPORT $49,000.00 City Attorney Approved Version #05.22.01 EXHIBIT #2 AMENDMENT NO. I TO EXTEND AND AMEND AGREEMENT FOR ARCHITECTURAL SERVICES MANUEL ONCINAARCHITECTS INC Bt No. 1 is entered into and effective as of the 42%. day of , 2005, amending the agreement dated September 23, 2004 (the “Agreemenf”) by and between the City of Carlsbad, a municipal corporation, (“City”), and Manuel Oncina Architects, Inc., (“Contractor“) (collectively, the “Parties”) for architectural services related to the Carlsbad Library Learning Center project. L, RECITALS A. The Parties desire to alter the Agreement’s scope of work to increase the total compensation to two hundred eighty-five thousand, seven hundred twenty-five dollars ($285,725); and B. The Parties desire to extend the Agreement for a period of two years, ending September 23,2007. C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated 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. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on September 23, 2007 on a time and materials basis not-to-exceed two hundred eighty-five thousand, seven hundred twenty-five dollars ($285,725). 2. Contractor will complete all work described in Exhibit “A by September 23,2007. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 1 City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced in it on behatf 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 u(sign here) 30wwm e"7h4A - (print namettiie) CITYOFJRLSBAD, arniar corpo noftheHate fCal miw' ATTEST: (sign here) LORRAINE M. WOOD City Clerk APPROVED AS TO FORM: RONALD R. BALL, City Attorney (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Comration, 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. City Attorney Approved Version #05.22.01 2 EXHIBIT A PAGE 1 6 July 2005 Mr. Cliff Lange, Library Director Carlsbad City Library 1775 Dove Lane Carlsbad, CA 92009 Dear Mr. Lange: This proposal addresses the services anticipated for the renovation and the addition of the second floor to the existing building. The effort required in providing construction documents and support includes the services of several consultants as identified below. This proposal also assumes that the modular building planned for the rear of the property will be installed as a package by the selected vendor. Our involvement in that effort is limited to provide a level pad for the installation. Permitting and utility hook-ups are assumed to be handled by the vendor. The proposed scope of services is based on the following tasks: A. Schematic Design This effort consists of: 1. Schematic Design Services already rendered 2. Meetings & Presentations B. Design Development This effort consists of: 1. Updating and refining latest design scheme C. Construction Documents This effort consists of: 1. 2. 3. 4. 5. 6. Working Drawings Building Specifications Structural Calculations Title 24 Calculations Client meetings and conference calls Response to client reviews EXHIBIT A PAGE 2 Carlsbud Library Learning Center, 2-story 6 July 2005 2 7. Plan Check Submittal 8. Plan Check comments D. Construction Support This effort consists of: 1. Review of product submittals and shop drawings 2. Response to RFls 3. Client meetings and conference calls 4. Response to client reviews E. Final Close-out 1. Punch List 2. Record Drawings 3. Operations & Maintenance Manuals Recap of Basic Services: A. Schematic Design B. Design Development C. Construction Documents D. Construction Sur>r>ort $35,083 $3,570 $77,7 10 $54,558 *. E. Final Close-out $2,457 Total Architectural Fee $173,378.00 Consultants Cost Estimator $4,000 Civil (excludes boundary survey, utility potholing, off-site drainage improvements) Structural Mechanical and Plumbing Electrical Landscape Interior Design $10,000 $13,500 $15,000 $14,360 $16,375 $29,000 5% Managerial and Administrative markup $5,112 Total Consultants $107,347.00 Total Professional Fee $280,725.00 Rei m bu rsa bl es Estimate $5,000 GRAN TOTAL FEE $285,725.00 It has been a pleasure working for the City of Carlsbad and we look forward to completing this very exciting project. Sincerely, MANUEL ONCl NA ARCHITECTSNC 8 AGREEMENT FOR ARCHITECTURAL SERVICES (MANUEL ONCINA ARCHITECTS, INC) ENT is made and entered into as of the day of , 20& by and between the CITY OF CAR6BAEunicipal corporafion, ("City"), and Manuel Oncina Architects, Inc. , a Corporation , ("Contractor"). 3 RECITALS A. City requires the professional services of an architect that is experienced in design, schematic drawings and construction documents. B. Contractor has the necessary experience in providing professional services and advice related to all exhibits, drawings, reports, data, renderings, elevations, documents, and other materials required to support the City's application for regulatory entitlements, permits, and approvals. Project models will not be required. 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: I. 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 the original contract cost. 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 Ag re em en t . City Attorney Approved Version #04.01.02 1 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ninety-nine thousand, six hundred seventy-nine dollars ($99,679). 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. City Attorney Approved Version #04.01.02 2 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. IN DEM NI FlCATlON 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. IO. 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-:VI'. 10.1 Coveraaes 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 .I Commercial General Liabilitv 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. City Attorney Approved Version #04.01.02 3 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 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 Providina 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 Coveraqe. 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. 1 I. 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. City Attorney Approved Version #04.01.02 4 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 (I) 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 Cliff Lame Name WUa, bNGlhJ,&, Title Library Director Title mt9Wl- Department Carlsbad City Library Address W/II LASdl, avA City of Carlsbad (5;442z737-7302 1 Address 1775 Dove Lane PhoneNo. 2333/- I 1’2-21 X /Ida Carlsbad CA 92009 Phone No. 760-602-201 1 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, City Attorney Approved Version #04.01.02 5 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 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 (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. City Attorney Approved Version #04.01.02 6 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 sea., 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 City Attorney Approved Version #04.01.02 7 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 CITY OF CARLSBAD, a municipal ere) City Manager or Mayor ATTEST: (print name/titief (e-mail 3ddress) hbW'M/!Qbhciw. &m * / **By: e!! (sign here) LORRAINE M. WOOW City Attorney Approved Version #04.01.02 8 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 - Deputy City Attorney City Attorney Approved Version #04.01.02 9 03,/03/2004 17:02 F.U 355 459 1214 MANPEL ONCINA ARCHITECTS moo2 3 August 2004 Mr. Geoff Armour, Assistant Library Director Carlsbad City Library 1775 Dove Lane Carlsbad, CA 92009 Dear Mr. Armour: We have revised our proposal to reflect your scope and meet the availabls budget. As such, some of the ssrvlces provlded Included In our previous proposal can be deferred, or if found to be unnecessary, can be deleted attogether. Specifically. we have not included a geotechnical report for the exlstlng soils condltiont- on site as part of our scope. We assume that the City will furnish the Information if necessary. In addition, we assume that the property was properly surveyer i at the time of the construction of the existing building and that the utilities are adequately identified and located on the record drawlngs. The current scope of work, as the former, comprlses services rangingr from pre!iminar,t design through construction supporf for the existing btiilrjil-lg UI-~ kh0 addition of up to 4 modular buildings. In addition. MOAinc will create a rendering illustrating the two-story future vislon of the Learning Center. The proposed scope of ssrvlces Is based on the following tasks: A. Schematic Design and Conditionat Use Permit Process Approximately 6 months This effort consisk of: 1. Site visits 2. Program review 3. Schematic design 4. Supporting renderings 5. CUP Application B. Design Development This effort consists of: 1. Development of plans on Autocad 2. Development of details 3. Client meetings and conference calls d. Response to clisnt rsvlews Upon City approval and acceptance, 25% due and payable. Approximately 6 months Upon City approval and acceptance, 50% due and payable. 08/03/2004 17:02 FAX 858 459 1214 MANTEL ONCINA ARCHITECTS @I 003 Carlsbad Library Learning Center 3 August 2004 2 This effort. conslsts of: 1, 2. 3. 4. 5. 6. 7. Construction Documents Approximately 9 months Refinement of plans on Autocad Refinement and addltlon of details Specifications Client meefings and conference calls Response to client reviews P Ian Check Submittal Pian Check comments Upon City approval and acceptance, 75% due and payable. D. Construction Support Approximately 9 months This effort consists of: Upon City approval and acceptance, 90% due and payable. 1, Review of product submlttals and shop drawings 2. Response to RFls 3. Client meetings and conference calls 4. Response to client reviews E. Final Close-out 1. Punch List 2. Record Drawings 3. Operatlons & Maintenance Manuals Recap of Basic Services: A. Schematic Design & C.U.P. AppllcatDon 8. Design Development C. Construction Documents 0. Construction Support E. Final Closs-out Approximately 12 months Upon City approval and acceptance, 100% due and payable. s 17,795 S 7.009 $20,930 S 12,338 S2,908 F. Relrnbursable Expenses (estimated) 500 Total Architectural Fee $61 A80.00 Consultants Civil (CUP Assistance and grading and pavlng only) $9,975 Structurul (As-needed) S3,lSO Mechanical and Plumbing $7,350 Electrical $8274 Landscape $9,450 Total Consultants $38.1 99 Total Fee $99,679 Please feel free to call me or schedule a meeting to discuss any issue you may see fit. We appreclate the opportunity to submit this proposal for the above-mentioned project and reiterate our enthusiasm on this project! Sincerely. MANU EL ONCI NA ARCH ITECTSINC .@------ 11 nclna, President