HomeMy WebLinkAbout1997-03-04; City Council; 14075; APPROVAL OF DESIGN CONTRACTS FOR THE CARLSBAD MUNICIPAL GOLF COURSE PROJECTY d
APPROVAL OF DESIGN CONTRACTS FOR THE
RECOMMENDED ACTION:
It is recommended the City Council ADOPT Resolution No. 77-88 AP
three (3) agreements and APPROPRIATING FUNDS for the Carlsbad Muni
Course project and ADOPT Resolution No. 77-69 declaring the in
reimburse certain project expenses from the proceeds of obligations to be issu
City, or a Joint Powers Authority to be created by the City, for this project.
ITEM EXPLANATION:
A Selection Committee composed of City staff and representatives of the Cil
appointed Golf Course Steering Committee has concluded its review and a
several proposals, undertaken site visits, completed interviews, and finalized its I
of the finalists for both golf course architect and golf course development servi
Selection Committee recommends the following architect and development firr
proposed Carlsbad Municipal Golf Course project:
Golf Course Architecture Services:
Golf Course Development Services:
Casper-Nash and Associates of
Scottdale, Arizona
Raven Golf Management of
Pheonix, Arizona
At this City Council meeting, staff will review the status and schedule for the
Carlsbad Municipal Golf Course project. Staff will also discuss the opportunity fc
to form a Joint Powers Authority to undertake the administration, financing, and OF
the municipal golf course project.
Incorporated. A brief summary of their respective work activities include:
Casper - Nash and Associates:
All golf course design services including course layout, grading plans, all (
landscape design, irrigation plans, water features, bunkers, greens, tees, (
signage, driving range, and all construction phase architectural services.
Raven Golf Management:
All golf course development consulting services including clubho
maintenance facility design, all off-course landscape design, drainage i
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design, all off-course signage and lighting, and consulting services during ti
phase with emphasis on maintenance, operations, and marketing both pri
after the course is open to the public. This scope of work also in(
construction phase services including construction management.
Tetra Tech, IncorDorated:
All required environmental field surveys including update of the
environmental constraints data and mapping, field reconnaissance for
species, resource agency permit processing, and environmental c
consulting during the design process.
Staff recommends approval of the 3 consulting agreements.
GOLF COURSE FINANCING PROGRAM
The total cost of developing the Carlsbad Municipal Golf Course will not be clear
have been secured . However, the City Council has received reports in the pas
that the total cost may be as much as $12 to $14 million. In the past, the staff ha
to the City Council on financing alternatives that generally focused on the is:
revenue bonds that may or may not be backed by the City’s General Fund. Alth
is recommending that the City Council fund these contracts from funds that are
the Golf Course Enterprise Fund, or from advances from the General Fund tc
Course Enterprise Fund, it is important to understand that the ultimate financing \i
be a debt issue.
Staff expects to ask the City Council to issue bonds in the late winter or early
1998. At the same time, the City Council will be asked to decide on the struct
bond issue, the security for the bonds, and other issues related to the bonds. Tk
question will be an important one in that the bond market will be looking for some
that if the golf course is not successful, the bonds will still be paid. Gem
assurance comes in the form of a pledge of revenue from the City’s General Func
gap between the revenue from the golf course operation and the amount neec
debt service. In the past, the City Council has been hesitant to offer this surety.
Council will want to carefully review the budget issues and fiscal tradeoffs th
pledge might raise. One benefit that the CiZy Council has is that in 1988 the
Carlsbad gave the City Council the authorization to use General Fund money tc
portion of the golf course, if necessary. This vote meets the requirements of sect1
the Carlsbad Municipal Code (Proposition H) which requires voters approve the e
of more than $1 million of General Fund Monies on any Capital Project.
FORMATION OF A JOINT POWERS AUTHORITY
Staff will also be proposing the formation of a Joint Powers Authority (JPA) 1
construct and operate the golf course. The JPA structure has some flexit
contracting rules that provides some relief from the strict bidding system apF
municipal public works projects. In addition, the JPA may provide the City Coun
improvements, or golf course policies. These opportunities will be discussed with
detail at a future meeting. The JPA will be formed shortly before the City Coun
bid on the golf course construction in early to mid -1 998.
until the architect has completed the course design and the required project et-
administrative alternative for dealing with issues such as rate setting, future proj,
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’ PAGE 3 OF AGENDA BILL NO. /e 073~
One of the attached resolutions allows the City Council to recover preliminary er
and design costs from a later bond issue, if the City Council so desires. The
recover these costs will depend upon the ultimate economics of the golf course
However, staff is asking the City Council to take this action now to preserve
options in the future.
The staff will be recommending the City pursue a tax exempt bond issue. In E
discussion with the City Council, staff outlined the pros and cons of taxable \I
exempt bond issues. The lower interest rates, and therefore, lower total cost to 1
the preferred option.
All of the technical issues related to the golf course financing will be presented t
Council as we get closer to actually putting the financing package together.
FISCAL IMPACT:
The 3 agreements have been negotiated to include complete design and co
phase services for the following costs:
Casper - Nash and Associates: $ 363,000
Raven Golf Group: $ 1,393,200
Total Design and Construction Phase
Consulting Services:
Tetra Tech, Incorporated: $ 24,000
$ 1,780,200 (a)
It should be noted that additional project development, entitlement, and proces!
will be required and include the following estimates:
Environmental Impact Report: $ 125,000
Supplemental Environmental S u rveys : $ 25,000
Geotechnical Report: $ 10,000
Miscellaneous Permit Fees and Utility Fees: $ 25,000
Off-site Environmental Mitigation (if required): $ 175,000
$ 25,000 Continuing Financial Advisors, Bond Counsel,
and Economic Research Consulting Services:
Design and Pre-Opening Contingency: $ 100,000
Total Estimated Pre-Opening Costs: $ 485,000 (b)
Total Appropriation Needed (a+b above) $ 2,265,200
Amount Available in Golf Course Fund: $ 500,000
Add i tional Appropriation Needed : $ 1,765,200
There is currently $500,000 budgeted for the project in the Golf Course Fund. An
appropriation of $1,765,200 is needed. Staff recommends that an advance be m
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Golf Course Fund from the General Fund balance to finance these costs. It is a
that the advance will be repaid either from the issuance of debt by the Golf Cou
discussed below, or from operating income over time after the golf course is opera
EXHIBITS:
1. Resolution Number 97- J%’ approving 3 consulting agreements an
appropriating funds for the Carlsbad Municipal Golf Course project.
2. Resolution Number 97-97 declaring the intention to reimburse ce
project related costs from the future bond sale proceeds.
3. Consulting agreement with Casper - Nash and Associates.
4. Consulting agreement with Raven Golf Group. 5. Consulting agreement with Tetra Tech, Incorporated.
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RESOLUTION NO. 91-88
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING 3 CONSULTING
AGREEMENTS AND APPROPRIATING FUNDS FOR THE
CARLSBAD MUNICIPAL GOLF COURSE PROJECT
WHEREAS, the City Council of the City of Carlsbad, California, ha:
authorized proceeding with the development of a municipal golf course project; and
WHEREAS, the City has previously solicited develapment and E
proposals for said project; and
WHEREAS, the City has received said proposals, evaluated same, an(
contracts with the designated architectural and development firms for said project; anc
WHEREAS, the City has negotiated a contract for consulting en
services required for said project; and
WHEREAS, an appropriation of funds is required to proceed with tl
said contracts; and
WHEREAS, by this action the City Council hereby finds it necessar
and in the public interest to proceed with said agreements.
NOW, THEREFORE, BE IT RESOLVED as foiiows:
1.
2.
That the above recitations are true and correct.
That an agreement with Casper - Nash and Associates is hereby apprc
Mayor is authorized to execute said agreement. Following the Mayo,
of said agreement, the City Clerk is directed to send copies of said ag
this resolution to Casper - Nash and Associates, attention: Greg ?
North 28" Drive, Suite 290, Phoenix, Arizona, 85029 and the
Development Department.
That an agreement with the Raven Golf Group is hereby approved an
is authorized to execute said agreement. Following the Mayor's sign
agreement, the City Clerk is directed to send copies of said agreen-
resolution to the Raven Golf Group, attention: Steve Adelson,
Camelback Road, Suite 280, Scottsdale, Arizona, 85251 and the
Development Department.
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4. That an agreement with Tetra Tech, Incorporated is hereby approvc
Mayor is authorized to execute said agreement. Following the Mayor'
of said agreement, the City Clerk is directed to send copies of said agrc this resolution to Tetra Tech, Incorporated, attention; Betty Dehoney ,5
de la Reina, Suite 640, San Diego, California, 92108 and the (
Development Department.
That the Finance Director is authorized to advance $1,765,200 from t
Fund balance to the Golf Course Enterprise Fund for this project.
PASSED, APPROVED, AND ADOPTED at a regular meeting of tk
City Council held on the 4th day of March , 1997, by the followi
wit:
5.
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin,
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
I =-=I ALETKA L. RAUTE"Z, City Clerk
(SEAL)
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RESOLUTION NO. 97-89
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, DECLARING INTENTION TO
REIMBURSE CERTAIN EXPENDITURES FROM THE
PROCEEDS OF OBLIGATIONS TO BE ISSUED BY THE CITY
OR A JOINT POWERS AUTHORITY TO BE CREATED BY
THE CITY AND DIRECTING CERTAIN ACTIONS
WHEREAS, the City Council of the City of Carlsbad, California, 1
undertake the Carlsbad Municipal Golf Course project and to create a Joint Power
which will issue debt for said project and use a portion of the proceeds of such debt t
expenditures made for said project prior to the issuance of the debt; and
WHEREAS, United States Income Tax Regulations, Section 1.150
generally that proceeds of tax exempt debt are not deemed to be expended when su
are used for reimbursement of expenditures made prior to the date of issuance of such
certain procedures are followed, one of which is a requirement that (with certain
prior to the payment of any such expenditure, the issuer declares an intention to rei1
expenditure; and
WHEREAS, it is in the public interest and for the public benefit t
declares its official intent to reimburse the expenditures referenced herein.
NOW, THEREFORE, be it resolved as follows:
That the City intends to issue obligations or to create a Joint Powe
which will issue obligations (the “Obligations”) for the purpose o
costs of a new municipal golf course project in the City (the “Project”
That the City hereby declares that it reasonably expects (i) to pay for
of the Project prior to the date of issuance of the Obligations and
portion of the proceeds of the Obligations for reimbursement of exp
the Project that are paid before the date of issuance of the Obligations
That the maximum principal amount of the Obligations is $16,000,00
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PASSED, APPROVED, AND ADOPTED at a regular meeting of thi
City Council held on the 4th day of March , 1997, by the followii
wit:
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin, and I
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
(1
ALETHA L. RAUTENKRANZ, City Clerk
(SEAL)
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-C AGREEMENT FOR GOLF COURSE ARCHITECTURAL SERVICES
THIS AGREEMENT, made and entered into as of the &day of &#nc/r
1997, by and between the CITY OF CARLSBAD, a municipal corporation, hereinai
referred to as “City”, and GREG H. NASH, INCORPORATED, d.b.a., CASPER - NA
AND ASSOCIATES, hereinafter referred to as “Contractor.”
RECITALS
City requires the services of a golf course architect Contractor to provide
necessary golf course architect services for preparation of design plans i
specifications, project exhibits and related documents, and construction phase sen4
for the Carlsbad Municipal Golf Course Project, hereinafter referred to as the “Proje
and Contractor possesses the necessary skills and qualifications to provide
services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mu1
covenants contained herein, City and Contractor agree as follows:
1. CONTRACTORS OBLIGATIONS
Contractor shall provide complete golf course architecture design
construction phase services for the Project in accordance with the attached stop(
work entitled “TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER 1
GOLF COURSE ARCHITECT,” identified as Exhibit 1 , incorporated by reference
made a part hereof.
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-. 2. CITY OBLIGATIONS
The City shall designate an authorized representative(s) to work with Contract
during the course and scope of the Project. The City shall make available to Contract
copies of all existing and available data, exhibits, reports, documents, photograpt-
and other material and information to assist Contractor with the Project. The City st
coordinate and otherwise administer, manage, and assume responsibility for all wc
associated with the regulatory agency entitlement, approval, and permits required
the Project; however, Contractor shall provide all copies of prepared exhibits, drawin
reports, data, and other information related to the Project as may be necessary dur
this process. The City shall pay Contractor in accordance with terms, conditions, i
provisions as stated herein.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receip
notification to proceed by the City and be completed within 3 years of that da
Following execution of this agreement by the parties hereto, Contractor and City s
meet and mutually prepare a detailed project schedule to accomplish the Proje
Extensions of time may be granted if requested by the Contractor and agreed t
writing by the City Manager or his authorized representative . The City Manager o
authorized representative will give allowance for documented and substanti
unforeseeable and unavoidable delays not caused by a lack of foresight on the pad
the Contractor, or delays caused by City inaction or other agencies' lack of ti
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4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall be $330,000 for t
complete services as described in attached Exhibit 1. The parties to this agreemc
also provide for an additional $33,000 of architect design contingency as referencec
attached Exhibit 1, section 1.3.15. Use of the architect design contingency st
require prior written authorization of the City. The total fees are as follows:
a. Basic Services: $300,000.
b. Reimbursable Expenses not included in Basic Services: $ 30,000.
C. Subtotal: $330,000.
d. Architect Design Contingency: $ 33,000.
e. Total fees: $363,000.
No other compensation for services will be allowed except those items cove
by supplemental agreements per Paragraph 8, 'Changes in Work." The City reser
the right to withhold a ten percent (10%) retention until the project has been accep
by the City. Incremental payments shall be made as outlined in attached Exhibit 1.
5. DURATION OF CONTRACT
This agreement shall extend for a period of five (5) years from date thereof, -
contract may be extended by the City Manager for two (2) additional one (1) y
periods or parts thereof, based upon a review of satisfactory performance and
City's needs. The parties shall prepare extensions in writing indicating effective c
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and length of the extended contract.
6. PAYMENT OF FEES
Payment of approved items on the invoice shall be mailed to the Contrac
within 30 days of receipt and approval of the Contractor’s invoice in accordance ui
the distribution described in attached Exhibit 1 , section 7.3.
7. FINAL SUBMISSIONS
Within ten (IO) days of completion and approval of the project plans i
specifications by City, the Contractor shall deliver to the City the following items:
a. One (1) set of reproducible mylar project drawings and three (3) sets 01
blueline paper prints.
One (1) set of camera ready 8.5 inch by 11 inch non-bound specificatic
Three (3) sets of 3.5 inch CADD discs of the project drawings.
One (1) set of 3.5 inch discs of the project specifications, Windows
“Word” 7.0, compatible with City computer system.
b.
c.
d.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or
City, and informal consultations with the other party indicate that a change in
conditions of the contract is warranted, the Contractor or the City may request a chE
in contract. Such changes shall be processed by the City in the following manne
letter outlining the required changes shall be fowarded to the City by Contract(
inform them of the proposed changes along with a statement of estimated changt
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_. charges or time schedule. A Standard Amendment to Agreement shall be prepared
the City and approved by the City according to the procedures described in Carlsb
Municipal Code Section 3.28.172. Such Amendment to Agreement shall not reni
ineffective or invalidate unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained i
company or person, other than a bona fide employee working for the Contractor,
solicit or secure this agreement, and that contractor has not paid or agreed to pay i
company or person, other than a bona fide employee, any fee, commissi
percentage, brokerage fee, gift, or any other consideration contingent upon,
resulting from, the award or making of this agreement. For breach or violation of
warranty, the City shall have the right to annul this agreement without liability, or, ir
discretion, to deduct from the agreement price or consideration, or otherwise recoj
the full amount of such fee, commission, percentage, brokerage fees, gift, or continc
fee.
IO. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarc
nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the \
as provided for in this contract, the City Manager may terminate this cantfad
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nonperformance by notifying the Contractor by certified mail of the termination of tl
Contractor. The Contractor, thereupon, has five (5) working days to deliver si
documents owned by the City and all work in progress to the City Manager or t
authorized representative. The City Manager or his authorized representative sh
make a determination of fact based upon the documents delivered to City of t
percentage of work which the Contractor has performed which is usable and of worth
the City in having the contract completed. Based upon that finding as reported to 1
City Manager, the Manager shall determine the final payment of the contract.
This agreement may be terminated by either party upon tendering thirty (
days written notice to the other party, In the event of such suspension or terminati
upon request of the City, the Contractor shall assemble the work product and put SE
in order for proper filing and closing and deliver said product to City. In the even
termination, the Contractor shall be paid for work performed to the termination di
however, the total shall not exceed the lump sum fee payable under paragraph 4. -
City Manager shall make the final determination as to the.portions of tasks compk
and the compensation to be made.
12. DISPUTES
If a dispute should arise regarding the performance of work under
agreement, the following procedure shall be used to resolve any question of fa(
interpretation not otherwise settled by agreement between parties. Such questior
they become identified as a part of a dispute among persons operating under
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provisions of this contract, shall be reduced to writing by the principal of the Contraci
or the City Manager or his authorized representative. A copy of such documenti
dispute shall be forwarded to both parties involved along with recommended metho
of resolution which would be of benefit to both parties. The City Manager or I
authorized representative receiving the letter shall reply to the letter along with
recommended method of resolution within ten (IO) days, If the resolution thus obtair
is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarc
to the City Council for their resolution through the Office of the City Manager. The (
Council may then opt to consider the directed solution to the problem. In such cas
the action of the City Council shall be binding upon the parties involved, altho[
nothing in this procedure shall prohibit the parties seeking remedies available to tt-
at law.
13. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the City musi
asserted as part of the contract process as set forth in this agreement and nc
anticipation of litigation or in conjunction with litigation. The Contractor acknowlec
that if a false claim is submitted to the City, it may be considered fraud and
Contractor may be subject to criminal prosecution. The Contractor acknowledges
California Government Code sections 12650 et sea., the False Claims Act, provide
civil penalties where a person knowingly submits a false claim to a public entity. TI
provisions include false claims made with deliberate ignorance of the false informl
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or in reckless disregard of the truth or falsity of information. If the City of Carlsb,
seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover
litigation costs, including attorney's fees. The Contractor acknowledges that the filing
a false claim may subject the Contractor to an administrative debarment proceedi
wherein the Contractor may be prevented to act as a Contractor on any public work
improvement for a period of up to five years. The Contractor acknowledges debarmt
by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contrac
The provisions of .IF C sbad Municipal Code sections 3.32.025, 3.32.0:
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by referenc
(Initial) from the selection process
(Initial)
STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contract(
own way as an independent Contractor and in pursuit of Contractor's independ
calling, and not as an employee of the City. Contractor shall be under control of
City only as to the result to be accomplished, but shall consult with the City as provic
for in the request for proposal. The persons used by the Contractor to provide servi
under this agreement shall not be considered employees of the City for any purpo
whatsoever.
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The Contractor is an independent Contractor of the City. The payment madl
the Contractor pursuant to the contract shall be the full and complete compensatio
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which the Contractor is entitled. The City shall not make any federal or state t,
withholdings on behalf of the Contractor or hislher employees or subcontractors. TI
City shall not be required to pay any workers' compensation insurance
unemployment contributions on behalf of the Contractor or hidher employees
subcontractors. The Contractor agrees to indemnify the City within 30 days for any ti
retirement contribution, social security, overtime payment, unemployment payment
workers' compensation payment which the City may be required to make on behalf
the Contractor or any employee or subcontractor of the Contractor for work done unl
this agreement or such indemnification amount may be deducted by the City from i
balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Refc
and Control Act of 1986 and shall comply with those requirements, including, but
limited to, verifying the eligibility for employment of all agents, employ(
subcontractors and Consultants that are included in this agreement.
15. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all drawings and specifications to conform tc
applicable requirements of law: federal, state and local. Contractor shall providc
necessary supporting documents, to be filed with any agencies whose approv:
necessary.
The City will provide copies of the final, approved plans to any other agencie
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16. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as herc
required are the property of the City, whether the work for which they are made
executed or not. In the event this contract is terminated, all documents, plai
specifications, drawings, reports, and studies shall be delivered forthwith to the Cii
Contractor shall have the right to make one (1) copy of the plans for hidher records.
17. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of the w
pursuant to this contract shall be vested in City and hereby agrees to relinquish
claims to such copyrights in favor of City.
18. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad and
officers, officials, employees and volunteers from and against all claims, damag
losses and expenses including attorney fees arising out of the performance of the w
described herein caused in whole or in part by any willful misconduct or negligent ac
omission of the Contractor, any subcontractor, anyone directly or indirectly emplo
by any of them or anyone for whose acts any of them may be liable, except wh
caused by the active negligence, sole negligence, or willful misconduct of the Cit
Carlsbad.
Contractor shall at its own expense, upon written request by the City, defend
such suit or action brought against the City, its officers, officials, employees
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volunteers. Contractors indemnification of City shall not be limited by any prior
subsequent declaration by the Contractor.
19. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any mon
due thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under 1
contract by the Contractor, Contractor shall be fully responsible to the City for the i
and omissions of Contractor's subcontractor and of the persons either directly
indirectly employed by the subcontractor, as Contractor is for the acts and omission
persons directly employed by Contractor. Nothing contained in this contract s
create any contractual relationship between any subcontractor of Contractor and
City. The Contractor shall bind every subcontractor and every subcontractor (
subcontractor by the terms of this contract applicable to Contractor's work un
specifically noted to the contrary in the subcontract in question approved in writin(
the City.
21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the Ci
negotiate] make, accept, or approve, or take part in negotiating] making, acceptin!
approving of this agreement, shall become directly or indirectly interested personal
this contract or in any part thereof. No officer or employee of the City who is authoi
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in such capacity and on behalf of the City to exercise any executive, supervisory,
similar functions in connection with the performance of this contract shall beco
directly or indirectly interested personally in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of
City, either before, during or after the execution of this contract, shall affect or moc
any of the terms or obligations herein contained nor entitle the Contractor to :
additional payment whatsoever under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement,"
terms, conditions, and provisions hereof shall inure to and shall bind each of the par
hereto, and each of their respective heirs, executors, administrators, successors,
assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first wri
above.
25. CONFLICT OF INTEREST
The Contractor shall file a conflict of interest statement with the City Cler
accordance with the requirements of the City's conflict of interest code incorpor:
Fair Political Practices Commission Regulation 18700 as it defines a consultant.
disclosure category shall be categories 1 , 2, 3, and 4.
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26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and 2
and all amendments insurance against claims for injuries to persons or damage
property which may arise out of or in connection with performance of the w1
hereunder by the Contractor, his agents, representatives, employees or subcontractc
Said insurance shall be obtained from an insurance carrier admitted and authorizec
do business in the State of California. The insurance carrier is required to haw
current Best's Key Rating of not less than "A-:V1 and shall meet the City's policy
insurance as stated in Resolution No. 91 -403.
A. Coveraaes and Limits.
Contractor shall maintain the types of coverages and minimum lin
indicated herein, unless a lower amount is approved by the City Attorney or (
Manager:
1. Comprehensive General Liability Insurance. $1,000,000 combir
single-limit per occurrence for bodily injury, personal injury and property damage. If
submitted policies contain aggregate limits, general aggregate limits shall aF
separately to the work under this contract or the general aggregate shall be twice
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved
$1,000,000 combined single-limit per accident Contractor's work for the City).
bodily injury and property damage.
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3. Workers' Compensation and Employer's Liability. Work€
Compensation limits as required by the Labor Code of the State of California 8
Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate
the contractor's profession with limits of not less than $1,000,000 per claim. Cover:
for professional liability insurance shall be extended for a period of three (3) additio
years following the date of completion of the work. Premiums for this period of three
additional years of professional liability insurance shall be paid by City to
Contractor upon Contractor furnishing evidence to City of the insurance coverage
specified above and submission of a detailed invoice itemizing said insura
premiums. For the purposes of this agreement, the cost for this additional insuranc
estimated to be approximately $13,000 per year, but may be more, and is not inch
in the attached fee schedule, referenced Exhibit 1.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under
agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all poll
excluding Workers' Compensation and Professional Liability.
2. The Contractor shall furnish certificates of insurance to the
before commencement of work.
3. The Contractor shall obtain occurrence coverage, excli
rev. 81;
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Professional Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the agreemc
and any extension thereof and shall not be canceled without 30 days prior writt
notice to the City sent by certified mail.
5. If the Contractor fails to maintain any of the insurance coverag
required herein, then the City will have the option to declare the Contractor in breal
or may purchase replacement insurance or pay the premiums that are due on exist
policies in order that the required coverages may be maintained. The Contractor
responsible for any payments made by the City to obtain or maintain such insurar
and the City may collect the same from the Contractor or deduct the amount paid fr
any sums due the Contractor under this agreement.
rev. 8/21
15
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27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to rece
written notice on behalf of the City and on behalf of the Contractor in connection v
the foregoing are as follows:
For City: Title Project Manager
Name John J. Cahill
Address 2075 Las Palmas Drive
Carlsbad, California 92009
For Contractor: Title Golf Course Architect
Name Greg H. Nash
Address 11022 North 28'h Drive, Suite 290
Phoenix, Arizona 85029
28. BUSINESS LICENSE
Contractor shall obtain and maintain a Cily of Carlsbad Business License for
duration of the contract.
29. ENTIRE AGREEMENT
This agreement, together with any other written document referred tc
contemplated herein, embody the entire agreement and understanding between
parties relating to the subject matter hereof. Neither this agreement nor any provi
hereof may be amended, modified, waived or discharged except by an instrume
writing executed by the party against which enforcement of such amendment, waiv
discharge is sought.
rev. 8i2
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Executed by Contractor this day of , 1997.
CITY OF CARLSBAD, a municipal corporation of the State of California
By: City Manager or Mayor
ATTEST:
’ i;! R i
C+l+ h,;.- \il .!b q,/! c $*$ r @Qfj 4- [ (print name/title) City Clerk
(Proper notarial acknowledgment of execution by Contractor must be attached.)
ALETHA L. RAUTENKRANZ
(President or vice-president and secretary or assistant secretary must sgn for corporations, If only officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary ur corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL City Attorney
BY Deputy City Attorney
IvasbI.-G re 3 l~’. hhh
rev. 8/2f
17
EXHIBIT 1
'* e e
Bill
Greg H.
SSOCIATES
T5e Golf Planning 0 Design Group
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN OWNER AND GOLF COURSE ARCHITECT
OWNER: City of Carlsbad
2075 Las Palmas Drive
Carlsbad, California 92009
Greg H. Nash, Inc.
11022 N. 28th Drive, a90
Phoenix, Arizona 85029
GOLF COURSE ARCHITECT:
PROJECT: City of Carlsbad Municipal
18-Hole Championship Golf Course
ATTENTION: Mr. John Cahill
DATE: February 14, 1997
ARTICLE 1 BASIC SERVICES
The Golf Course Architect's (" GCA") Basic Services consist of the services described
below . which are to be performed by him during the following four phases of the
Project: I) the Consultation, Planning and Preliminary Design Phase; ii) the
Construction Documents Phase; iii) the Bidding or Negotiation Phase; and iv) the
Construction Phase.
Consultation, Planning and Preliminary Design Phase (18-Hole Golf Course)
1.1.1 Prior to commencing with this phase, the GCA shall meet with the
Owner and Consultant Team Members to ascertain the requirements and environmental
constraints of the Project. A Preliminary Design Schedule will then be developed to
expedite this Phase.
1 IO?? \urth ?8t1i Drir e 5ui[t 7L1~~ 1'110~ ill\ \l','cJ~l I . yJ2v )CJ~-~A , >b >, * I \ 002-99%hlC)
e 0 R
1.1.2 The GCA shall prepare for the approval of the Owner, preliminary
design studies (the “ Preliminary Design Studies”) illustrating a routing of the golf
course and such alternates and revisions as Owner deems necessary. The routing shall
show the horizontal location of tees, greens, fairway boundaries, centerlines and such
other objects as they relate to the existing topography and environmental issues, and
vegetation. The GCA shall meet and present said Route Plan to the Owner’s
Representatives and the Golf Course Steering Committee. Once a final Route Plan has
been approved by the Owner, the GCA shall then prepare a preliminary General
Grading Plan and a Conceptual Landscaping Plan for the Environment Review. Prior
GCA in writing to proceed based upon the evaluation and review of the Preliminary
Design submittal to the Owner and Regulatory Agencies.
1.1.3 The GCA shall submit to the Owner a statement of the probable
cons;ruction cost (“ Statement of Probable Construction prepared by the GCA shall
represent the GCA’s best judgment of the Probable Construction Cost (as such term is
hereinafter defined) as a design professional. It is recognized, however, that neither
the GCA nor the Owner has control over the cost of labor, materials, equipment or
over course accessories, over the contractor’s methods of determining bid prices, or
over competitive bidding, market or negotiating conditions. Accordingly, the GCA
cannot and does not warrant or represent that bids or negotiated prices will not vary
from any Project budget which may have been proposed, established or approved by
the Owner or from any Statement of Probable Construction costs or other cost estimate
or evaluation prepared by the GCA.
1.1.4
with the Owner and/or a designated committee during this Phase.
to the commencement of the Construction Document Phase, the Owner shall notify the
The GCA shall attend up to a maximum of ten (10) one day meetings
Construction Documents Phase (18-Holes Design1
1.1.5 Upon written approval by the Owner of the Preliminary Design Studies.
the GCA shall prepare for Owner’s approval, a complete set of Construction
Documents consisting of the complete set of Working Drawings and Specification5
necessary for construction of the Project. Included with the Construction Document!
will be instructions setting forth the requirements for the construction of the Project anL
the duties and responsibilities of the GCA and certain of the responsibilities of thc
Owner and the contractor who is to construct the Project.
Complete Set of Working Drawings (18-Holes)
1. General Grading Plans (Scale 1” = 100’)
2. Construction Details
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3. Green Details (Scale 1” = 20’)
4. Green Drains (Scale 1” = 20’)
5. Sprinkler Plans (Scale 1” = loo’)
(High Quality Turf Areas)
(Said Sprinkler Plan shall also mean the water demand
for the irrigation pump station, not the actual pump station,
vault, and inducation line or temporary irrigation system.)
6. Landscaping Plans (Scale 1” = 100,)
(Tree Plan)
(Shall include consulting on Landscape Concept Plan, but
not shrub/ground cover plans or revegetation plans)
7. Turfing Plans (Scale 1” = loo’)
(High Quality Turf)
8. Construction Specifications
Note: Any drainage and/or erosion control plans shall be prepared by a Civil
Engineer.
1.1.6
signs, etc., with the Owner and make any necessary recommendations.
1.1.7
approved, in writing, the Construction Documents.
1.1.8
with the Owner and/or a designated committee during this Phase.
The GCA shall review any directional signage, tee markers, yardage
The Construction Documents Phase will terminate when the Owner ha:
The GCA shall attend up to a maximum of ten (10) one day meeting!
Bidding or Negotiation - Phase (18-Holes)
1.1.9 The GCA, following Owner’s approval of the Construction Documents
shall assist the Owner in bidding, negotiation and preparation of a contract or contract
for the construction of the Project (the “ Construction Contract”). At Owner’s request
the GCA shall also investigate qualifications of and evaluate potential subcontractor
for the Project, review the same with the Owner, and assist the Owner in selectioi
thereof.
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Construction Phase (18-Holes)
1.1.10 The Construction Phase will commence with the award of the
Construction Contract by the Owner.
1.1.11 The Contract Documents shall consist of the Working Drawings, the
Specifications, change orders, and written interpretations issued by the GCA pursuant
to Subsection 1.1.17, minor changes ordered by the GCA pursuant to Subsection
1.1.20, and any amendments thereto.
1.1.12 The GCA shall provide comprehensive field review of the construction
of the Project as provided in the Contract Documents. Owner has the right to object
to, revise or delete said field review duties as provided in Contract Documents.
1.1.13 The GCA, as the representative of the Owner during the Construction
Phase, shall advise and consult with the Owner, and all of the Owner’s instructions to
the contractor that is awarded the Construction Contract (the “ Contractor”) shall be
issued through the Owner.
1.1.14
access to the Project.
1.1.15 The GCA shall make a maximum of eighteen (18) visits to the site of the
Project so as to be familiar with the progress and quality of the Work and to determine
of the Project is proceeding in accordance with the Contract Documents. The GCP
may make an unspecified number of site visits based upon his discretion or a mutua
agreement between the Owner and GCA. The GCA shall be responsive to contractor:
working on the Project. The Project shall in no way be delayed due to GCA’s non
responsiveness. If during the course of on-site visits or otherwise throughout tht
duration of the Work, the GCA observes or perceives any irregularities, constructior
not be responsible for construction means, methods, techniques, delinquency , o
procedures, or for safety precautions and programs in connection with the Work, an1
he shall not be responsible (except as otherwise provided herein) for the Contractor’
failure to carry out the Work in accordance with the Contract Documents. As use
herein, the term “Work” shall mean the construction required by the Contrac
Documents and shall include all labor used in such construction and all material:
equipment and course accessories incorporated or to be incorporated into suc
construction.
1.1.16 The Owner shall determine the amount owed to the Contractor under th
Contract Documents. Should the Owner have any questions or require any informatio
regarding any payments to the Contractor, the Owner may request that the GCA mak
recommendations for payment based on the Architect’s observations at the site of tl-
Project as provided in Subsection 1.1.15, and on the data comprising the applicatio
The GCA shall, at all times during construction of the golf course, have
omissions or defects, he shall notify*the Owner in writing immediately. The GCA shal
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for payment. The Owner and GCA shall have electronic files available to the Project
for the final preparation of all construction documents. Said electronic files shall be
any Standard City of Carlsbad’s standard public works contract, contractor’s schedule,
and performance requirements and the GCA’s complete set of the golf course’s
construction drawings and specifications.
1.1.17
advise the Owner and/or designee accordingly.
1.1.18 The GCA shall have, with the Owner’s consent and approval, authority
to reject work which does not conform to the Contract Documents. If the Owner gives
such authority, the GCA shall not be liable to the Owner for the consequences of any
decisions made by him in good faith to reject all or any part of the Work.
1.1.19 The GCA shall review and approve shop drawings, samples, and other
submissions of the Contractor only for conformance with the design concept of the
Project and for compliance with the information given to the Contract Documents.
1.1.20 The GCA shall review, recommend, and consult with the Owner
regarding authorization of minor changes in the Work which are consistant with the
provisions of the Contract Documents. Work are meant to be
defined as up to a maximum limit of $10,000.00 (ten thousand dollars) per change
order.
1.1.21
receive written guarantees and related documents assembled by the Contractor.
1.1.22 The GCA shall not be responsible for the acts or omissions of the
Contractor, or any subcontractors, or any of the Contractor’s or subcontractor’s agents
or employees, or any other persons other than agents and representatives of GCA
performing any of the Work on the Project.
1.1.23 The extent of the duties, responsibilities and limitations of authority oi
the GCA as the Owner’s representative during construction shall not be modified 01
extended without the prior written consent of the Owner.
1.1.24 The terms “ Contractor” and “ Construction Contract” shall , in the
appropriate context, mean the singular or plural forms of such terms.
The GCA shall review the requirements of the Contract Documents and
Minor changes in
The GCA shall conduct inspections to determine whether Substantial
Completion and Final Completion have occurred and the dates thereof, and shall
ADDITIONAL SERVICES
1.3 The services listed below in Subsection 1.3.1 through 1.3.1t
(“ Additional Services”) are not included in Subsections 1.1.1 through 1.1.24 under th<
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caption “ Basic Services”. If any Additional Services are requested by the Owner, they
shall be paid for by the Owner as hereinafter provided.
1.3.1
1.3.2
the Basic Services.
Attending meetings in excess of those specified in the Basic Services.
Providing financial feasibility or other such special tasks not included in
1.3.3
prospective sites.
1.3.4
planning additions or alterations thereto.
1.3.5 Revising previously approved Drawings, Specifications or other
documents to accomplish changes not initiated by the GCA.
1.3.6
1.3.7
Providing planning survey, site evaluations or comparative studies of
Making measured drawings of existing construction when required for
Preparing documents for alternate bids requested by the Owner.
Providing detailed estimates of Construction Costs.
1.3.8 Providing consultation concerning replacement of any part of the Project
damaged by casualty or other cause during construction, and furnishing professional
services of the type set forth in Subsections 1.1.1 through 1.1.24 under the caption
“ Basic Services” as may be required in connection with the replacement of such parts
of the Project.
1.3.9 Providing professional services made necessary by the default of the
Contractor in the Performance of the Contract Documents or the defaults of any
subcontractor or supplier of materials, equipment or golf course accessories.
1.3.10 Providing administration of the Construction Contract and observation oj
the Work after the time specified in the Contract Documents through no fault of thc
GCA.
1.3.11 Furnishing the Owner with a set of reproducible record prints o
based on marked up prints, drawings and other data furnished by the Contractor to thc
GCA.
1.3.12
payment.
drawings showing significant changes made during the Construction of the Project
Providing services after issuance to Owner of final recommendation fo
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1.3.13 Providing services as a witness in connection with any public hearing,
arbitration proceeding, or the proceedings of a court of record in excess of said
meetings provided by the Basic Services.
1.3.14 Providing services of consultants.
1.3.15 Providing any other services not otherwise included under Basic Services
in Subsectionsl.l.1 through 1.1.24. Should the Owner request such services a 10%
contingency fee of $33,000.00 (Thirty Three Thousand Dollars) shall be the basis of
reimbursement for said services.
1.3.16 When the Owner and GCA discuss any services that the GCA is to
render to the Project, if the service is considered an Additional Service, as provided
herein, the GCA shall provide written notification to the Owner prior to performing
suchservices stating that such services will be performed in accordance with the fee
schedule set forth in 2.1.3 below.
APPEARANCES OF BILLY CASPER
1.4 The Owner and CaspedNash & Associates agrees that Billy Casper will
be involved personally in the design, concept and inspection of the course during
construction. The time and place when his services shall occur shall be by mutual
agreement of the parties. The scheduled appearance arrangements shall be subject tc
Billy Casper’s tournament appearances, endorsement contracts, practice, travel.
exhibitions and rest schedules. The three (3) scheduled appearances are as follows:
1. A ground Breaking Ceremony with reasonable publicity.
2. A Construction Visit to review tee, green, fairways and trap
development.
3. A Grand Opening Event to initiate play on the completed golf
course.
In the event a Project designated appearance as defined in items
through 3 of this paragraph conflicts with Mr. Casper’s tournaments, practices, travel
etc., a subsequent appearance date acceptable to Project and Casper shall be reserve(
and required. Total Casper scheduled appearances shall still be limited to three (3)
Due to the close proximity of Mr. Casper’s residence and the Project, Casper ma:
make an unspecified number of informal appearances to review the progress of the go1
course construction.
Additional scheduled appearances for exclusively promotional purpose o
the golf course development may be included in the cost of the project contemplated b
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this Agreement, or they may be separately negotiated by separate agreement by the
Owner which shall be attached to this Agreement by reference.
USE OF BILLY CASPER’S NAME
1.5 “ Casper/Nash and Associates Designed Courses” , quite obviously ,
carries with it the endorsement of Billy Casper, Professional Golfer. The name and
likeness of Billy Casper may be used in connection with the promotion of the golf
course only, provided the contract herein is bully complied with as to all of its terms
and conditions to insure it will only be endorsed if constructed as designed by the
Company.
The name and likeness of Billy Casper may be used in site advertising on
the golf course only. It may likewise be used in brochures and newspaper advertising,
advertising the golf course only. The name and/or likeness of Billy Casper cannot be
used in the promotion of products for resale, which would include lots adjacent to the
golf course or participation in any solicitation for investment of funds. Billy Casper’s
name and/or likeness shall not, under any circumstances, be used to suggest or imply
endorsement of any other facilities in connection with the golf. course design. The
named and/or likeness of Billy Casper shall not be used or utilized in any way in the
name of the golf course designed under this Agreement except under express written
agreement.
ARTICLE 2 GOLF COURSE ARCHITECT’S COMPENSATION
2.1 The Owner shall compensate the GCA, in accordance with the
provisions of this Agreement, as follows:
2.1.1 Charges for Basic Services of the GCA, as described in Subsections
1.1.1 through 1.1.24, shall be on a lump sum fee basis (the “Basic Services Fee”) in
the amount of $330,000.00 (Three Hundred Thirty Thousand Dollars).
This fee shall be paid in conformance with the schedule described in Article 7.
2.1.2
be payable as described in Article 7.
2.1.3 Charges for the GCA’s Additional Services, shall be computed as
fo 1 lows :
The GCA’s Reimbursable Expenses, described in Article 6 below, shall
Principals’ time at the fixed rate of One Hundred Ten and No/100
Dollars ($110.00) per hour. For purposes of this Agreement, the Principal is Greg H.
Nash. Any DESIGNATED REPRESENTATIVES shall be at a fixed rate of Eighty
and No/100 Dollars ($80.00) per hour. Any additional tripdmeetings to the Project in
excess of those specified in the Basic Services shall be as follows:
One Day Trip $1200~00 (One Thousand Two Hundred Dollars)
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Two Day Trip $2350.00 (Two Thousand Three Hundred Fifty
Dollars)
2.1.4 The payment schedule and further conditions of payment are as
described in Article 7.
ARTICLE 3 THE OWNER’S RESPONSIBILITIES
3.1
information regarding the requirements for the Project.
3.2 The Owner shall designate, when necessary or appropriate for the
expeditious completion of the Project, a representative authorized to act on his behalf
with respect to the Project. The Owner or his representative shall examine documents
submitted by the GCA. The Owner or Designated Representative shall render decisions
pertaining to such documents promptly in order to avoid unreasonable delay in the
progress of the services to be performed by the GCA under this Agreement.
3.3 The Owner shall furnish a certified land survey of a recent date of the
site of the Project giving, as applicable, grades and lines of streets, alleys, pavements,
and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning,
deed restrictions, boundaries, and contours of the site; locations, dimensions and
complete data pertaining to existing buildings, other improvements and trees; and full
information concerning available service with utility lines both public and private,
above and below grade, including inverts and depths. The Owner shall also furnish, as
applicable, zoning restrictions, deed restrictions, environmental constraints, and
hydrological information relating to the site.
3.4 The Owner shall furnish the services of consultants when such service5
are deemed necessary or appropriate by Owner. Such consultants may include, among
others, soil and other engineers, planners, and environmentalists.
3.5
required by law or the Contract Documents.
3.6 The services, information, surveys and reports required by Sections 3.:
through 3.5 shall be furnished at the Owner’s expense, and the GCA shall be entitled t(
rely upon the accuracy and completeness thereof.
The Owner shall provide to the GCA full, accurate and complete
The Owner shall furnish any laboratory test, inspection or report a:
3.7 If the Owner becomes aware of any fault or defect in the Project or an]
nonconformance of the Project with the Contract Documents, Owner shall give prornp
written notice thereof to the GCA.
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3.8
expeditiously as necessary for the orderly progress of the Project.
3.9 The Owner shall acknowledge the GCA’s participation in the Golf
Course. Said acknowledgment shall be as follows: golf course design by Casper/Nash
& Associates.
The Owner shall furnish information and services required of Owner as
ARTICLE 4 CONSTRUCTION COST
4.1 “Construction Cost” is the total actual or estimated cost to the Owner a1
the time such term is applied for all Work designed or specified by the GCA, including
lab, materials, equipment and course accessories. Construction Cost shall bc
determined as follows, with precedence in the order listed:
a.
b.
For completed Work, the total cost of all such work; or
for Work for which a bona fide Construction Contract has been enterec
into, the cost determined pursuant to the Construction Contract; or
c. for Work for which bids have been received or for which a price ha
been negotiated, but where no Construction Contract has been entered into, the lowes
bona fide bid or negotiated price, as the case may be, received from a qualifiel
contractor; or
d. in all other cases: I) the GCA’s latest Statement of Probabl
“Construction Costs; or ii) the GCA’s latest detailed estimate of Construction Cost, 1
any, whichever is more recent.
4.2 Construction Cost does not include the fees of the GCA or consultant:
the cost of the land, rights-of-way or other costs which are the responsibility of th
Owner as provided in Sections 3.3 through 3.10
4.3 Labor furnished by the Owner for the Project shall be included
determining Construction Cost on the basis of current market rates.
equipment and course accessories provided by the Owner shall be included
equipment and course accessories shall be included as if purchased new for the Projec
4.4 If bids have been received and the lowest bona fide bid exceeds su(
fixed limit of Construction Cost, or if bids have not been received but the Statement
Probable Construction Costs or the detailed estimate of Construction Cost, if an
exceeds such fixed limit of Construction Cost then the Owner shall take one or more
the following actions: i) give written approval of an increase in such fixed limit;
authorize rebidding the Project within a reasonable time; or iii) cooperate in revisi
Material
determining Construction Cost at current market prices, except that used material
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the scope and quality of the Project as necessary to reduce the Probable Construction
Cost. In the case the Project is revised pursuant to clause (iii), the GCA, without
additional charge, shall, to the extent possible, modify the Drawings and Specifications
providing of this service shall be the limit of the GCA’s responsibility in this regard,
and having done so, the GCA shall be entitled to his fees in accordance with this
Agreement, whether or not a Construction Contract is awarded or the construction of
as necessary to bring the Probable Construction, Cost within the fixed limit, The
the Project is commenced.
ARTICLE 5 DIRECT PERSONNEL EXPENSES
5.1 Direct Personnel Expense of employees engaged on the Project by the
GCA includes the salaries and wages of architects, engineers, designers, job captains,
draftsmen, specification writers and typists in providing consultation, research and
design services in producing drawings, specifications and other documents pertaining to
the Project, and in providing services during construction at the site, shall be paid by
Casper/Nash & Associates.
5.2 Direct Personnel Expense also includes the cost of mandatory and
customary benefits such as statutory employee benefits, insurance, sick leave, holidays
and vacations, pensions and similar benefits.
ARTICLE 6 REIMBURSABLE EXPENSES
6.1 Reimbursable expenses shall be included in the Basic Service Fee.
ARTICLE 7
7.1
7.2
of the Basic Services Fee shall be made upon execution of this agreement.
PAYMENTS TO THE GOLF COURSE ARCHITECT
Payments to the GCA shall be made as described in this Article 7.
An initial payment of Thirty Thousand and No/100 Dollars ($30,000.00)
7.3 Subsequent payments of the Basic Services Fee shall be made monthly
and shall be in proportion to services performed to increase the total payments on
account of the Basic Services Fee to the following percentages at the completion of
each phase of the Project:
Contract Signature $30,000.00
Consultation, Planning & Preliminary Design Phase @ 50% complete $27,500.00
Consultation, Planning & Preliminary Design Phase @ 100% complete $27,500.00
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b Construction Documents Phase @ 25% complete $33,750.00
Construction Documents Phase @ 50% complete
Construction Documents Phase @ 75% complete $33,750.00
Construction Documents Phase @ 100% complete $33,750.00
18-Holes
Construction Phase @ start $27,500.00
Construction Phase @ 33% complete $27,500.00
Construction Phase @ 67% complete $ 27,500.00
Construction Phase @ 100% complete $27,500.00
TOTAL $330,000.00
$33,75000
7.4 Payments for any additional services of the GCA, the services of any
Project Representatives and any Reimbursable Expenses shall be made monthly upon
presentation of the GCA’s statement of services rendered.
7.5
of
Contractor.
7.6 If the Project is abandoned or suspended for more than one (1) montl-
because of strikes, acts of God, extreme bad weather or any other cause beyond the
control of the GCA, thereupon the GCA shall be paid all of his compensation for Basic
or Additional Services performed prior to receipt of written notice of the abandonmeni
or suspension of the Project, together with Reimbursable Expenses and payments €01
the services of any Project Representatives then due.
7.7
7.3) only after the Owner has notified the GCA in writing.
No deductions shall be made from the GCA’s compensation on accounl
penalties, liquidated damages or other sums withheld from payments to the
The GCA shall commence on each phase of work (as outlined in sectior
OWNER.
Date
er/Nash and Associates
t- v t LV
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7 L;i+ 7 '. ,' e e
AGREEMENT FOR GOLF COURSE DEVELOPMENT SERVICES
day THIS AGREEMENT, made and entered into as of the , 1997, by and between the CITY OF CARLSBAD,
municipal corporation, hereinafter referred to as IICity" , a
PHOENIX - 95 INVESTMENTS, L.L.C., d.b.a. RAVEN GOLF MANAGEMEN
hereinafter referred to as "Construction Manager" or I'CM".
RECITALS
City requires the services of the Construction Manager provide services in connection with design, financinl
construction and development of an 18-hole championship municip,
golf course with customary features and related facilitil
including without limitation a no larger than 19,000 square foc
clubhouse, including restaurant and cart storage, maintenanc
facility, driving range, teaching/practice facility and two (
on-course restrooms (the "Projectii) ; and
Construction Manager possesses the necessary skills a
qualifications to provide the services required by the City;
The Architect/Engineer for 18-hole golf course is Casper Na
and Associates;
The Project shall be located on the real property describc
as that City owned property at College Boulevard and Palom,
Airport Road in the City of Carlsbad, California, (tl
"Propertyii) ;
NOW, THEREFORE, in consideration of these recitals and tl City and Construction Managc mutual covenants contained herein, agree as follows:
1. CONSTRUCTION MANAGER'S SCOPE OF WORK
The services to be provided by Construction Manager c
described in the Scope of Work are herein referred to as t' IfWorklr and are attached hereto and made a part hereof as Exhib
A, Schedule 1.
2. CITY OBLIGATIONS
2.1 The City shall provide full information regarding i
requirements for the Project.
2.2 The City shall designate a representative to work Wi
Construction Manager, who shall be fully acquainted with t,
Project and has authority to issue and approve Change Order,
render decisions promptly and furnish informati1
expeditiously.
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2.3 E
necessary surveys describing the physical characteristic
soil reports and subsurface investigations, le5 limitations, utility locations, and a legal description.
2.4 The Construction Manager will be furnished, withc
charge, copies of all Golf Course Architect and TrE Contractor Plans, Drawings and Specifications reasonak
necessary for the execution of the Project.
2.5 If the City becomes aware of any fault or defect in t
Project or non-conformance with the Plans, Drawings E Specifications, it shall give prompt written notice there
to the Construction Manager.
2.6 The City shall retain an Architect/Engineer ("Gc
Course Architect"), for design and to prepare constructi documents for the golf course and all other elements of t Project not included in the Construction Manager's scope work. City shall direct the Golf Course Architect, in i
Contract, to consult with and follow the recommendations Construction Manager with respect to the routing, features
design and specifications of the golf course that effect t operation, aesthetics, maintenance, playability and cost the golf course and other facilities.
2.7 The City shall enter into contracts with a
contractors and suppliers necessary for the performance
all work and the furnishing of all equipment and person property necessary to construct and equip the Proje
(collectively, "Trade Contractors") . The Constructi Manager shall request and review proposals from Tra
Contractors, consult with the City prior to the City
awarding Trade Contracts and review and consult with the Ci
regarding the form and content of all Trade Contracts.
2.8 The City shall communicate with the Trade Contract0 only through its representative designated pursuant Section 2.2 and the Construction Manager, who shall
designated as City's representative in all Trade Contracts.
2.9 The City shall be responsible for all environmenta
archeological (which term shall herein include witho
limitation the protection and sensitive treatment of Nati
American burial grounds, human remains, and associated gra
goods), wetlands, sensitive habitat or coastal preservati matters pertaining to the Project, and compliance with a laws, statutes, ordinances, rules, regulations, a requirements pertaining thereto. The City will obtain t local coastal permit and any other licenses, permit approvals, consents, waivers or variances necessary for
The City shall furnish for the site of the Project,
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required by any federal, state or local government authority, including without limitation, the Californ
Coastal Commission, for the construction and operation of t
Project . The City shall also be responsible for t preparation of any required environmental investigations, i
Environmental Impact Report for the Project, sensiti
habitat mapping and preservation or mitigation studies a plans, and any other environmental, archeological, wetland
sensitive habitat or coastal preservation investigation
studies or plans necessary for the construction and operati of the Project. The City shall be responsible for all cos
and implementation of any on-site or off-site environmenta
archeological, wetlands, sensitive habitat or coast
preservation, remediation, mitigation or compliance T connection with the development of the Project.
Construction Manager will, as described in its Scope of Wor
assist the City with these matters, but shall have
aforesaid environmental, archeological, wetlands, sensiti habitat or coastal preservation matters, other than for i
failure to comply with the express written instructions a guidelines of the City given to Construction Manager connection with the aforesaid matters.
2.10 The City shall obtain and pay for all land use, zoni
and other approvals, licenses and permits necessary for t
development and operation of the Project from the appropria governmental authorities , and ad j acent or surroundi. property owners, which approvals and permitting may includl
without limitation, coordination, planning and design i
utilities, drainage, storm and sanitary sewer, availabili
of and access to water, other utilities, and rights-of-wl
and easements on, under, over and across adjacent i
surrounding properties. Construction Manager will, l described in its Scope of Work, assist the City with the: matters, but shall have no liability whatsoever to the Cii
if any of the aforedescribed approvals, licenses, permit!
easements, rights-of-way or access to water and 0th.
utilities are not obtained.
2.11 The City shall cause the golf course general contract
to secure the Project and provide full-time security at t
Project after regular working hours until final completion
the Project.
2.12 The City shall be solely responsible for any land u
plans and development on the Property outside the borders I
the golf course Project.
liability whatsoever to the City with respect to any of t
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3. PROGRESS AND COMPLETION
3.1 no later than January 1, 2000, but in no event shall
Construction Manager be required to complete the Project ir less than 18 months following City's Notice to Proceed witk
construction. Following execution of this agreement by the
parties hereto, Construction Manager and City shall meet ar
mutually prepare a detailed project schedule to accomplish the Project. Extensions of time may be granted if request€
by the Construction Manager and agreed to in writing by the City. The City will give allowance on a day for day basis
for documented and substantiated unforseeable and unavoidak delays not caused by the Construction Manager, or delays
caused by City inaction or other agencies' lack of timely
action.
3.2 If Construction Manager is unable to substantially
progress with its Work caused by; any act or neglect, or
failure to act, of the City, any Trade Contractor or the Gc
Course Architect, or any employee, agent, subcontractor, SL
subcontractor or supplier of any of them, or any separate contractor employed by the City, or strikes, fire, flood,
adverse weather conditions not reasonably anticipatable or other natural catastrophes or civil disturbances that preve
progress on the Work, or unavoidable casualties or events
beyond Construction Manager's control, or delay authorized the City, or delay resulting from EIR processing, or any
other matter described in Paragraphs 2.9 or 2.10 above, or
any law, statute, court case, proceeding, order, stay,
injunction, governmental rule or regulation, or the timely obtaining of any approval, permit, license, variance, zonin or consent necessary for the development of the Project, th the Contract Time shall be extended on a day-by-day basis pursuant to Section 3.1 above. The contract sum shall not b
increased.
3.3 Any claim for extension of time shall be made in writi to City not more than ten (10) days after the commencement
the delay. delay only one cla
is necessary. The Construction Manager shall provide an estimate of the probable effect of such delay on the progre of the Work, if possible. Within seven (7) days after receipt of the written claim for extension, City shall determine the extent to which the Contract Time should
extended, and shall notify Construction Manager in writing.
CONTRACT SUM TO BE PAID TO CONSTRUCTION MANAGER
4.1 shall be $1,393,200 in accordance with attached Exhibit
Progress and completion under this agreement shall be
In the case of a continuing
be
4.
The Contract Sum payable for the Work to be perforrr
4
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incorporated by reference and made a part hereof. No otl.
compensation for services will be allowed except those itc covered by supplemental agreements per Paragraph 8 , ''Chanc
in Work." The City reserves the right to withhold a t
percent (10%) retention on Progress Payments until t
Project has been accepted by the City.
4.2 Progress payments shall be made as follows:
4.2.1 Based upon Applications for Payment submitted
the Construction Manager to the City, the City sh: make progress payments on account of the Contract :
to the Construction Manager as provided below.
4.2.2 The period covered by each Application f Payment shall be one calendar month ending on the 2E
day of the month, or as follows:
4.2.3 Provided an Application for Payment is submitt to the City not later than the 30th day of a month, t
City shall make payment to the Construction Manager r later than the 30th day of the following month.
Application for Payment is received by the City aft the application date fixed above, payment shall be mE
by the City not later than 30 days after the Ci
receives the Application for Payment.
If
4,2,4 Each Application for Payment shall be based ur
the Schedule of Values submitted by the Constructi Manager and attached hereto and made a part hereof Exhibit B. The Schedule of Values shall allocate t entire Contract Sum among the various portions of t Work to be provided hereunder as described
Construction Manager's Scope of Work. This Schedu
shall be used as a basis for reviewing the Constructi
'Manager's Applications for Payment.
4.2.5 Applications for Payment shall indicate t
percentage of completion of each portion of the Work
of the end of the period covered by the Application f Payment.
4.2.6 The amount of each progress payment shall computed as follows:
4.2.6.1 Take that portion of the Contract S
properly allocable to completed Work as determin
by multiplying the percentage completion of ea
portion of the Work by the share of the tot Contract Sum allocated to that portion of the Wo
in the Schedule of Values, less retainage of t
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percent (10%) . Pending final determination
cost to the City of changes in the Work, amoun
not in dispute may be included in Application f
Payment ;
4.2.6.2 Subtract the aggregate of previo payments made by the City: and
4.2.6.3 Subtract amounts, if any, for which t
City has withheld or nullified a Certificate f
Payment.
4.3 The progress payment amount determined in accordan with Paragraph 4.2.6 shall be further modified under t
following circumstances:
4.3.1 Add, upon Substantial Completion of the Work,
sum sufficient to increase the total payments to o
hundred percent (100%) of the Contract Sum, less su
amounts as the City determines for incomplete Work a
unsettled claims.
4.4 Final payment constituting the entire unpaid balance
the Contract Sum shall be due and payable when the Project
when the City occupies the Project, whichever event fir
occurs, provided that the Project be then substantial- completed and this Contract substantially performed. there should remain minor items to be completed 1 Construction Manager, the Construction Manager shall 11: such items and the Construction Manager shall deliver, : writing, his unconditional promise to complete said iter within a reasonable time thereafter. The City may retain
sum equal to 125% of the estimated cost of completing a1
unfinished items, provided that said unfinished items ai
listed separately and the estimated cost of completing ai
unfinished items shall likewise be listed separate11
hereinafter Unfinished Items. Thereafter, City shall pay t
Construction Manager, monthly, the amount retained fc incomplete items as each of said items is completed.
delivered to the City, ready for beneficial occupancy, 1
4.4.1 The making of final payment shall constitute
waiver of claims by City except those arising from lien:
claims, security interests or encumbrances arising out c
this contract and unsettled or Unfinished Items.
4.4.2 Acceptance of final payment by Constructic
Manager shall constitute a waiver of all claims 1:
Construction Manager except those previously made in writir
and any unsettled claims at the time of payment.
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4.5 The Construction Manager shall promptly pay all t
amounts due persons with whom it has a contract upon recei
of any payment from the City, the application for whi includes amounts due such other persons.
final payment, the Construction Manager shall subn
satisfactory evidence that all bills incurred by it connect
with the Project have been paid or otherwise satisfied.
4.6 If the City should fail to pay the Construction Manag
within seven (30) days after the time the payment of a
amount becomes due, then the Construction Manager may, up
seven (7) additional days' written notice to the City, st
its Work on the Project until payment of the amount owing h been received.
4.7 Payments due but unpaid shall bear interest at thc
legal rate of interest pursuant to California Code of Civ
Procedure section 685.010.
Before issuance
5. DURATION OF CONTRACT
This Contract shall extend for a period of five (5)years frl
date thereof. The Contract may be extended by the City Manag
for five (5) additional one (1) year periods or parts thereo
based upon a review of satisfactory performance and the City
needs. The parties shall prepare extensions in writing indicati:
effective date and length of the extended Contract.
6. HAZARDOUS WASTE
The City acknowledges that the Construction Manager is not l expert in environmental contamination of gasses or other hazard0
waste. The Construction Manager has not been trained in t:
special requirements of hazardous waste detection or remediatior cannot be expected to recognize the many forms of hazardous wast on the Project Site, and has no responsibility or liability fc
hazardous waste and has no insurance therefor. The City agrec that if hazardous waste is discovered on the Project site ai recognized as such, the City shall then have the option of takir appropriate steps for the removal and/or remediation of t2
hazardous waste or abandoning the Project. The City agrees t defend itself, its officers, officials, and employees from a1 such hazardous waste related claims or suits that may be brougl
or asserted against the City, its officers, officials, ar
employees as a result of the Work under this Agreement. The Cit
further agrees to reimburse Construction Manager for reasonab:
defense costs, including attorneys fees, if it is ultimatei
determined that Construction Manager has no liability for suc
hazardous waste and City is responsible for same.
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7. FINAL SUBMISSIONS
Within seven (7) days of Final Completion and approval of t
project drawings, specifications, and construction documents City, the Construction Manager shall deliver to the City t following items:
a. One (1) set of reproducible mylar project drawings a
three (3) sets of blueline paper prints of the project drawir
produced by the Construction Manager and retained subconsultar as specified herein.
b. One (1) set of camera ready 8.5 inch by 11 inch nc
bound specifications.
c. Three (3) sets of 3.5 inch CADD disks of the proje
drawings.
d. One (1) set. of 3.5 inch disks of the proje
specifications and contract documents, Windows "Word" 7.
compatible with the City's computer system.
8. CHANGES IN WORK
If , in the course of the Contract, changes seem merited
the Construction Manager or the City, and informal consultatic
with the other party indicate that a change in the conditions the Contract is warranted, the Construction Manager or the Ci may request a change in Contract. Such changes shall be process by the City in the following manner: A letter outlining t
required changes shall be forwarded to the City by Constructi
Manager to inform them of the proposed changes along with
A Standard Amendment to Agreement shall be prepared by the Ci
and approved by the City according to the procedures described
Carlsbad Municipal Code Section 3.28.172. Such Amendment Agreement shall not render ineffective or invalidate unaffect portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
statement of estimated changes in Contract Sum or time schedule
The Construction Manager warrants that their firm has r
employed or retained any company or person, other than a bona fi employee working for the Construction Manager, to solicit secure this agreement, and that Construction Manager has not p~ or agreed to pay any company or person, other than a bona fi
employee, any fee, commission, percentage, brokerage fee, gift,
any other consideration contingent upon, or resulting from, t
award or making of this agreement. For breach or violation
this warranty, the City shall have the right to annul tk agreement without liability, or, in its discretion, to deduct fr
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the agreement price or consideration, or otherwise recover, t
full amount of such fee, commission, percentage, brokerage fee
gift, or contingent feel Construction Manager shall have t
right to pay any firm, person or entity contracting wi Construction Manager to provide work on the Project, fees or otk
agreed upon compensation for work or services performed on t
Project.
10. NONDISCRIMINATION CLAUSE
The Construction Manager shall comply with the State a
federal laws regarding nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Construction Manager's repeated failu
to prosecute, deliver, or perform the Work as provided for in ti
Contract, the City Manager may terminate this Contract for cai for nonperformance by notifying the Construction Manager
certified mail of the termination of the Construction Manager.
such termination shall occur until a final determination Construction Manager's repeated failure to prosecute the work 1
been made pursuant to paragraph 12 hereof. The Construct j Manager, thereupon, has ten (10) working days to deliver E
documents owned by the City and all work in progress to the Cit
The City Manager shall make a determination of fact based upon t
documents and work delivered to City of the percentage of wc
finding as reported to the City Manager, the City Manager shE
determine and make the final payment to Construction Manager
the Contract Sum based upon the percentage of work performed.
In the event of the City's repeated failure to perform
material obligation as provided for in this Contract, t
Construction Manager may terminate this Contract for cause f
nonperformance by notifying the City by certified mail of t
termination of the City. No such termination shall occur until
final determination of the City's repeated failure to perforrr material obligation as provided for in this Contract has been mi
pursuant to paragraph 12 hereof. The Construction Managt thereupon, has ten (10) working days to deliver any documei
owned by the City and all work in progress to the City. :
Construction Manager shall make a determination of fact based UI
the documents and work delivered to City of the percentage of w(
which the Construction Manager has performed. Based upon tl
determine and make the final payment to Construction Manager
the Contract Sum based upon the percentage of work performed.
Any dispute as to any amount to be paid to Construction Mana5
pursuant to this paragraph 11 shall be resolved pursuant
which the Construction Manager has performed. Based upon tk
finding as reported to the City Manager, the City Manager sh:
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paragraph 12.
12. DrsPmEs
If a dispute should arise regarding the performance of t
resolve any question of fact or interpretation not otherwi
Work under this Contract, the following procedure shall be used
settled by agreement between parties. Such questions, if tl-
become identified as a part of a dispute among persons operati under the provisions of this Contract, shall be reduced to writi
by the principal of the Construction Manager or the City
authorized representative . A copy of such documented dispu
shall be forwarded to both parties involved along with recommend
methods of resolution which would be of benefit to both partie The City's authorized representative receiving the letter sha
reply to the letter along with a recommended method of resoluti
within ten (10) days. If the resolution thus obtained unsatisfactory to the aggrieved party, a letter outlining t
dispute shall be forwarded to the City Council for their gc
faith, impartial resolution through the Office of the Cj
Manager. The City council may then opt to consider the direct solution to the problem. In such cases, the good faith, impart] action of the City Council shall be binding upon the parti
parties seeking any and all remedies otherwise available to tY
at law or in equity.
13. CLAIMS AND LAWSUITS
involved, although nothing in this procedure shall prohibit t
The Construction Manager agrees that any Contract clz
submitted to the City must be asserted as part of the ContrE process as set forth in this agreement and not in anticipation litigation or in conjunction with litigation. The Constructi Manager acknowledges that if a false claim is submitted to t
City, it may be considered fraud and the Construction Manager R be subject to criminal prosecution. The Construction Manas acknowledges that California Government Code sections 12650 m., the False Claims Act, provides for civil penalties where person knowingly submits a false claim to a public entity. Thc
provisions include false claims made with deliberate ignorance
the false information or in reckless disregard of the truth
falsity of information. penalties pursuant to the False Claims Act, it is entitled
recover its litigation costs, including attorney's fees. Construction Manager acknowledges that the filing of a false cl;
may subject the Construction Manager to an administrat:
debarment proceeding wherein the Construction Manager may prevented to act as a Construction Manager on any public work
improvement for a period of up to five years. The Construct: Manager acknowledges debarment by another jurisdiction is grounc
If the City of Carlsbad seeks to reco.
'
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for the City of Carlsbad to disqualify the Construction Manas
from the selection process. (Initial)
The provisions of Carlsbad Municipal Code sections 3.32.0;
3.32.026, 3.32.027 and 3.32.028 pertaining to false claims E
incorporated herein by reference. (Initial)
14. STATUS OF THE CONSTRUCTION MANAGER
The Construction Manager shall perform the Work provided f
herein in Construction Manager's own way as an independe
contractor and in pursuit of Construction Manager's independe
calling, and not as an employee of the City. Construction Manas
shall be under control of the City only as to the result to accomplished, but shall consult with the City as provided for
the request for proposal. The persons used by the Constructi Manager to provide services under this agreement shall not
considered employees of the City for any purposes whatsoever.
The Construction Manager is an independent contractor of t
City. The payment made to the Construction Manager pursuant
the Contract shall be the full and complete compensation to whi the Construction Manager is entitled. The City shall not make a
federal or state tax withholdings on behalf of the Constructi
Manager or his/her employees or subcontractors. The City sha
not be required to pay any workers' compensation insurance
unemployment contributions on behalf of the Construction Manag or his/her employees or subcontractors. The Construction Manag
agrees to indemnify the City within 30 days for any ta
retirement contribution, social security, overtime paymen
unemployment payment or workers' compensation payment which t
City may be required to make on behalf of the Construction Manag
or any employee or subcontractor of the Construction Manager f
work done under this agreement or such indemnification amount IK
be deducted by the City from any balance owing to the Constructi
Manager. .
The Construction Manager shall be aware of the requiremer:
of the Immigration Reform and Control Act of 1986 and shall ComF
with those requirements, including, but not limited to, verifyi
the eligibility for employment of all agents, employee subcontractors and Consultants that are included in th agreement.
15. CONFORMITY TO LEGAL REOUIREMENTS
The Construction Manager shall cause all drawings a
specifications prepared by it to conform to all applicalr
requirements of law: federal, state and local. Constructi Manager shall provide the City all necessary supporting document
to be filed with any agencies whose approval is necessary.
11
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The City will provide copies of the approved plans to E
other agencies.
16. OWNERSHIP OF DOCUMENTS
Upon timely payment of all sums due hereunder, all plar
studies, sketches, drawings, reports, and specifications as here required are the property of the City, whether the work for whi
they are made be executed or not.
terminated, all documents, plans, specifications, drawinc reports, and studies shall be delivered forthwith to the Ci; after payment by the City of all outstanding fees, costs and otk
amounts that have accrued through the date of termination expiration of this Contract. Construction Manager shall have t
In the event this Contract
right to make one (1) copy of the plans for hisher records.
17. REPRODUCTION RIGHTS
The Construction Manager agrees that upon payment in full the City of all fees, costs and other amounts that have accn
through the date of termination or expiration of this Contrac all copyrights which arise from creation of the work pursuant this Contract shall be vested in City and hereby agrees relinquish all claims to such copyrights in favor of City.
18. HOLD HARMLESS AGREEMENT
Construction Manager agrees to indemnify and hold harmless
the City of Carlsbad and its officers, officials, and employees
from and against all claims, damages, losses and expenses,
including attorney fees, arising out of the performance of the
caused in whole or in part by any willful misconduct Or negllgen
act or omission of the Construction Manager, or anyone directly
indirectly employed by the Construction Manager, or anyone for
whose acts any of them may be liable, except where caused by
the active negligence, sole negligence, or willful misconduct of
the City of Carlsbad.
Work to be performed by Construction Manager described herein,
The Construction Manager shall at its own expense, upon written request by the City, defend any such suit or action
brought against the City, its officers, officials, and employee
Construction Manager indemnification of City shall not be limite by any prior or subsequent declaration by the Construction
Manager.
19. ASSIGNMENT OF CONTRACT
The Construction Manager shall not assign this Contract
12
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any part thereof or any monies due thereunder without the pri
written consent of the City.
20. SUBCONTRACTING
If the Construction Manager shall subcontract any of the wc to be performed under this Contract by the Construction Manage
Construction Manager shall be fully responsible to the City f
the acts and omissions of Construction Manager's subcontractor E
of the persons either directly or indirectly employed by t
subcontractor, as Construction Manager is for the acts E
omissions of persons directly employed by Construction Manager
Nothing contained in this Contract shall create any contractL
relationship between any subcontractor of Construction Manager E
the City. The Construction Manager shall bind every subcontract and every subcontractor of a subcontractor by the terms of ti
Contract applicable to Construction Manager's work unlc
specifically noted to the contrary in the subcontract in questi
approved in writing by the City.
21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity behalf of the City to negotiate, make, accept, or approve, or tE part in negotiating, making, accepting, or approving of tk
agreement, shall become directly or indirectly interest
employee of the City who is authorized in such capacity and behalf of the City to exercise any executive, supervisory, similar functions in connection with the performance of tk Contract shall become directly or indirectly interested personal in this Contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
personally in this Contract or in any part thereof. No officer
No verbal agreement or conversation with any officer, ager or employee of the City, either before, during or after t execution of this Contract, shall affect or modify any of t terms or obligations herein contained nor entitle the Constructj
Manager to any additional payment whatsoever under the terms
this Contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harrnlc Agreement," all terms, conditions, and provisions hereof sh; inure to and shall bind each of the parties hereto, and each
their respective heirs, executors, administrators, successors, i
assigns.
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24. EFFECTIVE DATE
This agreement shall be effective on and from the day i year first written above.
25. CONFLICT OF INTEREST
The Construction Manager shall file a conflict of inter€
statement with the City Clerk in accordance with the requiremer
of the City's conflict of interest code incorporating FE
Political Practices Commission Regulation 18700 as it defines
consultant. The disclosure category shall be categories 1, 2,
and 4.
26. INSURANCE
26.1 Construction Manager's Insurance.
26.1.1 The Construction Manager shall obtain i
maintain for the duration of the Contract and any E
all amendments insurance against claims for injuries
persons or damage to property which may arise out of in connection with performance of the work hereunder
the Construction Manager, his agents, representative
employees or subcontractors. Said insurance shall
obtained from an insurance carrier admitted i authorized to do business in the State of CaliforniE The insurance carrier is required to have a currc
Best's Key Rating of not less than llA-V1l and shall mc the City's policy for insurance as stated in Resolutj
NO. 91-403.
26.1.2 Coveraaes and Limits. Construct ion Manas shall maintain the types of coverages and minir limits indicated herein, unless a lower amount approved by the City Attorney or City Manager:
(a) Commrehensive General Liability Insurance.
bodily injury, personal injury and property damage.
the submitted policies contain aggregate limit
general aggregate limits shall apply separately to t
work under this Contract or the general aggregate shi
be twice the required per occurrence limit.
(b) Automobile Liability (if the use of an automob:
is involved for Construction Manager's work for I City). $1,000,000 combined single-limit per accidt
for bodily injury and property damage.
$1,000,000 combined single-limit per occurrence 1
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(c) Workers' Compensation and Emplover's Liability
Workers' Compensation limits as required by the La1
Code of the State of California and Employe1 Liability limits of $1,000,000 per accident for bod:
injury.
(d) Professional Liability. Errors and omissic liability appropriate to the Construction Manage]
profession with limits of not less than $1,000,000 I claim. Coverage shall be maintained for a period five years following the date of completion of t
work.
26.1.3 Additional Provisions. Construction Manager shall ensure that the policies
insurance required under this agreement contain, or i
endorsed to contain, the following provisions !
(a) The City shall be named as an additional insui
on all policies excluding Workers' Compensation z
Professional Liability.
(b) The Construction Manager shall f urn] certificates of insurance to the City befc
commencement of work.
(c) The Construction Manager shall obtain occurrer
coverage, excluding Professional Liability which shz
be written as claims-made coverage.
(d) This insurance shall be in force during the 1 of the Contract and any extension thereof and shall 1
be canceled without 30 days prior written notice to .
City sent by certified mail.
(e) If the Construction Manager fails to maintain ; of the insurance coverages required herein, then ' City will have the option to declare the Construct
Manager in breach, or may purchase replacemc insurance or pay the premiums that are due on exist
policies in order that the required coverages may
maintained. The Construction Manager is responsil for any payments made by the City to obtain or maintl:
such insurance and the City may collect the same f:
the Construction Manager or deduct the amount paid f: any sums due the Construction Manager under tl
Contract.
27. RESPONSIBLE PARTIES
Any notice requirements herein shall be accomplished
certified mail, return receipt requested. The name of '
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persons who are authorized to give written notices or to rece.
written notice on behalf of the City and on behalf of 1
Construction Manager in connection with the foregoing are
follows:
For City: Title Pro] ect Director Name John J. Cahill
Address 2075 Las Palmas Drive
Carlsbad, CA 92008
For Phoenix - 95
Investments, L.L.C.: Title Construction Manager Name Steven D. Adelson
Address 7150 East Camelback Roa
Suite 280
Scottsdale, Arizona 852
28. BUSINESS LICENSE
Construction Manager shall obtain and maintain a City
Carlsbad Business License for the duration of the Contract.
29. MANAGEMENT AGREEMENT
At least 120 days prior to completion of the Project, C:
and Construction Manager intend to enter into a Managemc
Agreement providing for Construction Manager's operation i
management of the Project.
30. ENTIRE AGREEMENT
This agreement, together with any other written documf referred to or contemplated herein, embody the entire agreemc and understanding between the parties relating to the subjc matter hereof. Neither this agreement nor any provisions her<
may be amended, modified, waived or discharged except by instrument in writing executed by the party against wh: enforcement of such amendment, waiver or discharge is sought.
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Executed by Construction Manager this
1997.
day of
CONSTRUCTION MANAGER: CITY OF CARLSBAD, a municipa corporation of the State of California
Phoenix - 95 Investments, L.L.C.
By :
By : City Manager or Mayor
(sign here)
ATTEST :
(print name/title)
By :
(sign here)
ALTHEA L. RAUTENKRANZ
(print name/title) City Clerk
(Proper notarial acknowledgment of execution by Constructi Manager must: be attached) -
(President or vice-president and secretary or asslstant secrerary must sign for corporations If only one officer sips, the corporation must attat
resolutlon cernfied by the secretary or asslstam secretary under corporate seal empowenng that officer to blnd the copranon.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY Deputy City Attorney
f \ \lipp\carlsbad agr
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EXHIBIT A
SCHEDULE 1
SCOPE OF WORK
Schedule # 1
The following scope of services is derived from the "City of Carlsbad Municipal C
Course Projecf Proposal", dated January 31, 1996, and has been revised based on I
most recent project meeting and field trip with the City of Carlsbad on December
1996. Raven Golf will serve as the principal and construction manager on behalf of i
City of Carlsbad. Raven Golf 's approved Project team of primary consultants will con
of the following firms:
0
0
0
0
Douglas Fredrikson Design: Architecture (DFD)
P&D/CTE Engineering: Civil Engineering (P&D/CTE) and its su b-consultan
Kawasaki Theilacker Ueno+ Associates: Landscape Architecture (KTUBA)
Leighton & Associates: Geotechnical Engineering (LBA)
Melchoir Land Surveying: Surveying (MLS)
McDaniel Engineering Company: Bridge/Structural Engineering (MDE)
It is our understanding, The Scope of Work and contract sum presented herein is bas1
upon the assumption that the Project is scheduled to start design in February 1997 a
that preliminary design documents are to be completed in the spring of 1997 for EIR a
entitlement processing. Based on the approval of these documents, constructi
documents will proceed with an anticipated project completion and opening date
late 1999.
Raven Golf's Scope of Work and contract sum are based on preliminary golf COU!
design plans, and a preferred final plan as proposed by the golf course architect, Casp
Nash and Associates and accepted by the City of Carlsbad. Revisions to documei
and/or plans to be prepared by us are based on this premise and are subject to tl
understanding of acceptable and reasonable design practices for the design of
championship 18-hole golf course.
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A. PROJECT MANAGEMENT AND DEVELOPMENT/RAVEN GROUP
Phase 1. Project Management
Desian De veloDment/Golf Course Facilities
Task A-1.1 Design Development
Coordinate the preparation of conceptual drawings and preliminary site plans for
Project, including golf course layout, location of holes, driving range, and clubhouse c
other associated facilities and conceptual elevations.
Task A-1.2 Preliminary Development and Budget
Ten (10) working days after the completion of Design Development, Construci
Manager shall prepare a Preliminary Budget for the cost of development of the Proj
based on design and development guidelines.
included as part of this agreement, and shall include components for predevelopm
services, hard costs of construction , and all “soft costs” as a separate cost section.
Task A-1.3 Project Processing
Raven shall assist with the City of Carlsbad to obtain land use, zoning, and ot
approvals necessary for the development of the Project from the appropric
governmental authorities, which approvals may involve the coordination, planning, c
design of utilities, drainage, and rights-of-way with adjacent or surrounding propertie!
De vehmrnent Services,lGolf Course Foc;l;h’es
Task A-2.1 Coordination of Final Plans and Specifications
Raven shall coordinate the preparation of final plans and specifications by consultar
Raven shall make recommendations and coordinate consultants (including golf COI
architect) as to features of design and material specifications that have impact on
operation, aesthetics, maintenance, playability and cost of the golf course and sup^
facilities.
Task A-2.2 Cost Es tim a tes/B udg et/Bidding
Raven shall cause final plans and specifications for the Project to be prepared by
consultants approved by City of Carlsbad, allowing the Project’s construction to be bic
no less than three (3) Trade Contractors acceptable to the City of Carlsbad. Raven SI
Such Preliminary Budget shall
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assist with all procedures relating to bidding. The construction contract for the Projt
construction (the “Construction Contract”) shall be in form acceptable to the City
Carlsbad and shall include, without limitation:
e A guaranteed maximum price for the construction of the project (
“GMAX”), based on plans and specifications approved by the City
Carlsbad;
* A detailed construction sequence and cash flow schedule for
construction of the Project (the “Construction Schedule”);
0 Value Engineering concepts as accepted by City of Carlsbad, Raven c
other members of the design team in their judgement.
Raven along with golf course architect and other design consultants shall help prep1
bid packages and analyze the bids received, consult with the City of Carlsbad on
details thereof, and make recommendations to the City of Carlsbad as to the b
contract form/language and Trade Contractors. The Raven shall assist with regard to
bid analysis, but final selection of the bid and contractor (the “Prime Contractor”) shall
made by the City of Carlsbad in its sole discretion.
Task A-3.1 Construction Coordination/Golf Course Facilities
0 Raven shall coordinate all aspects of the construction of the Projc
including without limitation golf course and facilities Trade Contractors, C
Course Architect, engineers and other Trade Contractors.
a After the final construction contract is awarded the GMAX shall serve as
final budget for hard costs of construction for the Project, and Raven st
revise the Preliminary Budget and the Preliminary Pro Forma taking i
account the final construction budget and any other changes, informati
assumptions, or terms to reflect the current status thereof. Such revi:
Preliminary Budget and Preliminary Pro Forma shall be delivered to the (
of Carlsbad and upon approval by the City of Carlsbad, shall become
Final Budget and Final Pro Forma.
Raven shall review and provide appropriate comment upon
administration and management by the Prime Trade Contractors and (
subcontractors of the construction of the Project.
Raven shall assist the Prime Trade Contractors with the application c
gaining of approvals for any required interim certificates of occupancy, (
e
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periodic inspections conducted by governmental officials, and the Projc
approval for final use and occupancy by governmental authorities ha\
jurisdiction.
Raven shall from time to time evaluate all proposed change order!
proposed extra costs or charges with respect to the valididity, necessity c
cost thereof and any implications to the overall construction progress c
costs, or the Construction Contract, and identify possible alternativc
Raven shall be authorized to approve all change orders with an individ
value not to exceed $25,000 with a cumulative amount not to exceed ‘
of the “GMAX” contract price. Proposed change orders over $25,000 SI
be submitted in writing together with Raven’s recommended action,
The City of Carlsbad’s designated “Project Director” for approval.
0
0 Raven shall collect and review for adequacy all certificates of insurar
evidencing any coverage connected with the construction of the Proj
and required to be maintained by the Trade Contractor under any Trc
Contract, as well as any certificates of insurance evidencing any coverc
required to be maintained by any subcontractor of any tier. Raven si
commencement of work at the Project by the relevant contractor.
deliver any such certificate of insurance to the City of Carlsbad prior to
e Raven shall inspect the progress of the work on the Project, no
frequently than weekly and more often if appropriate, and notify the Cit
Carlsbad and Trade Contractors of any problems with the work or failun
the work to conform to the requirements of the Trade Contracts.
0 Raven shall endeavor to identify and analyze alternative courses of ac
for golf course operational issues as they relate to field design dui
construction and unforseen conditions such as shortages, work stoppal
site conditions and/or accidents or casualties, as they occur.
0 Upon substantial completion of the construction of the Project, Raven s
lists” prepared by applicable architects or other inspectors for comple
inspect all of the improvements (including all the site work (
landscaping) and ensure the accuracy and completeness of all “pu
the work, supervise the Prime Contractor to facilitate the satisfac
completion of all of the work and any punch list items, and procure
built” drawings of the Project. Raven shall prepare and submit to the Cit
Carlsbad, written reports with respect to the items described her
together with such supporting documentation as may reasonably
appropriate.
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'I I' 0 e
0 Raven shall (a) review and submit to the City of Carlsbad for approval 1
necessary final change orders or final extra charges or costs submitted
the Prime Trade Contractors in connection with the close-out of the Proj
(b) review and submit to the City of Carlsbad for the approval the Trc
Contractors' request for final payment, 0 ensure that effective final
waivers have been collected in the correct amounts from the Trc
Contractors and all subcontractors and materialmen engaged on
Project, and (d) ensure that any other actions required under the Trt
Contracts prior to final payment to the Prime Contractor have bj
completed to the reasonable satisfaction of the City of Carlsbad. Ra
shall be responsible for the collection of such documentation anc
submission to the City of Carlsbad days before the final payment is duc
Raven shall schedule and monitor the various Prime Trade Contractors (
advise City of Carlsbad as to each contractors schedule adherence (
e
relates to the overall development schedule.
e Raven will hire a golf course superintendent at the beginning of
construction of the Project to supervise the daily process of the construc
of the Project along with the Raven. Compensation for the superintenc
is set forth within this fee structure. The City of Carlsbad reserves the righ
approve all Golf Course Superintendent(s) recommended by Raven.
Raven shall review and certify the Trade Contractors' monthly construction c requests, and if necessary negotiate revisions thereto.
e
e Raven shall receive, process and verify all bills for the development of
Project, subject to the amounts specified in the Final Budget (as it may
revised from time to time as provided in this paragraph). Each appro
bill shall be forwarded to City of Carlsbad'for payment. Raven shall ( prepare monthly accounting reports to the City of Carlsbad in fl
satisfactory to City of Carlsbad detailing the Final Budget, any propc
revisions to the Final Budget any disbursements exceeding arno
specified in the Final Budget, short narrative description of work compk
for the month, 1, 3 and 6 forecasts of work to be performed and a k
analysis of the Trade Contractor(s) performance.
0 Raven shall coordinate and supervise construction meetings and pro\
meeting notes for the City of Carlsbad as necessary or appropriate, no
frequently than weekly, which shall indicate (I) the progress of
development of the Project, (ii) any proposed revisions to the construc
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schedule, the Final Budget, or the Plans and specifications previo
approved by the City of Carlsbad, and (iii) any other recommendati
and information which Raven is required to provide, including contrac
RFls, claims administration, etc.
0 The Raven will cooperate should The City of Carlsbad or its Bond Cour
periodically request additional information, reasonably necessary
satisfactorily complete the Project, be given or included in a written rei
Financing Assistance
Task A-4.1 Financing Assistance
Provide assistance to the City of Carlsbad for preparation of financial packages, applicatic interviews and other activities required by Raven to help the City in obtaining bond financinc
Con finnency
Task A-5.1 Water Feature Design
Design development and construction documentation For hard shore lake edge and two (2) w,
features (stream, waterfall, etc. to be determined) including design for drain:
pumping/circulation systems and equipment related to the water features.
Task A-5.2 Travel Costs
Estimated budgets for travel will include cost for transportation (includes air travel, car rental, i
taxi) lodging, and food for one day at $450. Cost for an additional day will be $250. Thc
estimates will vary pending length of stay and availability of accommodations. Travel costs
construction, grow-in and pre-opening have been anticipated and are included in fees.
B. CIVIL ENGINEERING
The scope of services includes civil engineering which will be provided by P&D/CTE.
part of this work effort, P&D/CTE will manage a team of subconsultants and tl
respective disciplines which will include:
0 Leighton & Associates: Geotechnical Engineering
0 Melchoir Land Surveying: Surveying
0 McDa niel Engineering: Struct ura [/Bridge Enginering
P&D/CTE will also provide support environmental services for coordination with the Cil
Environmental consultant, and will also provide assistance for biological field surveys a
project design efforts.
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P&D/CTE and it’s sub-consultants will provide the civil engineering design and procesi
services as required for the project as indicated below.
Desian De veloDmen f
Task B-1.1 Base Plans
P&D/CTE will provide field verification of City provided topography, and will prep
bus6 MUPS which delineate proposed boundary, existing topography, SDGE wire
elevations, drainage facilities, easements, utilities, roads, and rights-of way up tc
maximum of 7 days of field survey time. This information will be prepared in an electrc
AutoCAD format (R12) that is also compatible for future use by the City. This task
require P&D/CTE obtaining a Preliminary Title Report from the City for the Golf COL
property .
This task also includes a boundary survey of the proposed golf course property (
preparation and filing of a Record of Survey (Owner pays filing fees). Also include
setting of final monumentation (maximum 16 positions) per the Record of Survey.
Task B-1.2 Field Surveys/EnvironmentaI Coordination
P&D/CTE’s Engineers and Biologists will coordinate with the City’s Environmental Imp
Report (EIR) consultant to field-confirm the mapping of sensitive habitats provided
P&D/CTE by the City’s EIR consultant. Field confirmation is limited to the vicinity of grad
only in order to identify possible limits of construction near the sensitive area. Also, sir
the magnitude of areas to be surveyed are unknown at this time, a maximum of forty (
hours has been budgeted. Should the actual coordination time required be such ti
additional hours are necessary, a Change Order to this contract will be prepared c
approved by the City prior to additional work being done. The environmental informat
will be plotted on the base map topography for reference during preliminary and fi
design and possible easement plats during final design processing.
Task B-1.3 Preliminary Mass Grading Study
Based on plans prepared for the design of the golf course, clubhouse, maintenar
building, commercial area, and other related improvements, up to three alternal
preliminary grading studies will be prepared at lW-scale. These studies will inclu
consideration of roads, parking, building pads, drainage, utilities, and other physic
design parameters. Special consideration will also focus on grading design issues relat
to the preservation of sensitive habitat, and the SDG&E power pole foundations. 1
preferred alternative will be revised once, prior to submittal, based on the City’s and C
Course Architects review and comments.
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Task B-1.4 Preliminary Hydrology Analysis
P&D/CTE will prepare a preliminary hydrology analysis of existing conditions to as:
surface drainage flows. This analysis will calculate both 10-year and 1Wyear flows for
overall drainage basin and major sub-basins.
Task B-I .5 Storm Drain/NPDES Pollution Control Basins
In coordination with City’s EIR consultant, P&D/CTE will prepare a preliminary de!
showing proposeddesiltation/detention basins locations.
Task B-1.6 Preliminary Utility Design
P&D/CTE will delineate on the preliminary grading plans the proposed potable wc
sewer, reclaimed water, and storm drainage systems. Plans will indicate location,
and type of improvement.
Task B-1.7 Preliminary Earthwork Analysis
P&D/CTE will prepare a preliminary estimate of earthwork quantities for each of the n
grading studies and prepare a cut/fill exhibit of the selected alternative for submittal.
earthwork analysis is to be based on information supplied by the geotechnical cons1
Task B-1.8 Geotechnical Evaluations
Leighton and Associates will prepare a preliminary geotechnical investigation suitablc
process the project through the design and pre-construction phases. This report
include a compilation of existing data, supplemented by a series of additic
exploratory borings and trenches. The report will discuss site geology and geotechn
issues including slope stability, site seismicity, ground water, recommended reme!
grading and will also provide preliminary foundation design recommendations for
been made that evaluation of the alluvial soils is not required (except ur
buildings/structures and utilities) and that some settlement in the alluvial areas is nc
concern. Also, only one bridge across College Boulevard has been included in
eva I uation .
The soils investigation will utilizes all existing data but will not provide detailed subsurfc
information in alluvial areas and areas of general golf grading where slope stability is:
are not a major concern. Geotechnical issues in the proposed clubhouse areas,
parking areas, bridge foundation areas, and portions of the site where there are SIC
proposed clubhouse, retaining walls and other appurtent facilities, An assumption
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stability concerns will be addressed. In addition, final grading plans will be reviewed (
stampedhigned by the Geotechnical Engineer after plans are finalized.
Task B-1.9 Preliminary Cost Opinions
P&D/CTE will prepare a preliminary opinions of probable construction cost, based on latest units casts avuila ble to P&D/CTE, for grading, utilities, and street/pa\
improvements.
Task B-1.10 Preliminary Franchise Utilities
Provide site reconnaissance, research of existing utilities, preparation of a prelimir
concept plan for all franchise utilities. Develop a comprehensive budget estimatc
include; contractor charges, street lights, advanced energy fees, utilities fees, depc
and refunds.
Task B-1.1 1 Preliminary Bridge Design (contingent upon a bridge being required)
Conduct studies of three alternative bridge types for one (1) golf cart bridge acr
College Boulevard as described above. Prepare a report describing the alternati
considered, advantages and disadvantages of each, construction costs and time c
conclusions and recommendations. Attend relevant project meetings as required.
Task B-1.12 Meetings and Coordination
During the preliminary design phase P&D/CTE will assist in coordination of design te
disciplines and attend meetings with the City and other project consultants. An averc
of 3 hours per week over the assumed 10 to 12 month discretionary approval process
been budgeted. Due to the unknown issues that may arise, and the unknown lengtl
time for this process, this budget item will be monitored. If additional labor is requirec
complete the process, an Extra Work Authorization will be provided to the City.
Task B-1.13 EIR Support
During preparation and processing of the EIR, provide input to the City's EIR consultant
working of EIR text and responses to comments for items related to our scope of work.
item is limited to a maximum of 100 hours of labor during the process.
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I' 4B 0
Final Desi~n Engineering
Task B-2.1 Mass Grading Plans
P&D/CTE will prepare and process to approval one set of mass grading plans at 40' sc
showing existing and proposed grades for golf course, clubhouse/maintenance c
commercia I area building pads, streets/driveways, slopes, berms, and necess
drainage. Plans will be coordinated with the golf course architect and SDG&E to achit
conformance with their grading policies.
clubhouse, maintenance building, commercial areas, and hotel suites are not include(
this task. Retaining walls requiring a grading permit will be shown on these plans.
Leighton and Associates will review and stamp all project grading plans. Additic
services during site grading will include observation of proposed remedial grad1
geologic mapping of cut slopes and removal areas; observation and testing
compacted fills; and laboratory testing as needed.
Task B-2.2 Hydrology and Hydraulic Study
, P&D/CTE will prepare a hydrology study for the existing and proposed layear and 1
year runoff conditions in order to design the proposed drainage structures to con\
storm runoff as delineated on the plans. P&D/CTE will perform hydraulic calculation:
establish the size, velocity, hydraulic grade line and pressure conditions inside propo:
storm drain pipes and design of both temporarydesilting and permaned NPDES basin
Task B-2.3 NPDES Pollution Control Basin Plans
P&D/CTE will prepare one set of 40 scale plans delineating detailed design of ,
permanent basins as shown on the mass grading plans, including design of a low-flc
and high-flow system.
Task B-2.4 Street/Driveway Improvement Plans
P&D/CTE will prepare one set of 40 scale plans showing plan and profile design a
surface improvements for access from proposed Hidden Valley Road to clubhoL
commercial uses, and other proposed uses. Plans will also include sidew
improvements to north side of Palomar Airport Road as well as required med
improvements from Hidden Valley Road to College Avenue.
Task B-2.5 Public Potable Water Plans
P&D/CTE will prepare one 40-scale potable water plan and profile design and process
Precise grading planshite plans for
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approval through the Carlsbad Municipal Water District (CMWD). These plans will incli
a public water main from Hidden Valley Road to the clubhouse area to serve
hydrants, domestic laterals, fire service laterals, and landscape irrigation system.
Task B-2.6 Public Sewer Plans
Based on CMWD requirements, P&D/CTE will prepare and process through upprovul q
set of 40-scale public sewer plans to service the clubhouse area. The public sewer to
clubhouse will tie into the sewer main line provided by others in Hidden Valley Road
Task B-2.7 Public Storm Drain Plans
P&D/CTE will prepare and process one set of 40-scale storm drain plans that show:
structures to convey the calculated 10-year or 100-year runoff. The design will incli
structures, pipe, hydraulic grade line, class of pipe, and determine whether the pip
pressure or non-pressure.
Task B-2.8 Reclaimed Water Plans
P&D/CTE will prepare one 40-scale reclaimed water plan and profile desigr
compliance with CMWD requirements. The design will be for a trunk line only fr
Hidden Valley Road and from College Boulevard to the proposed storage pond!
provide service for golf course and landscape irrigation. A maximum of 5,000 L.1
budgeted. The design will be based on the CMWD Master Plan for reclaimed wc
facilities to be provided by the Client.
Preliminary design layouts will indicate reclaimed water can be delivered to storc
ponds with no additional pumping. Should additional pumping be required, an in-
booster pump station will be included.
Task B-2.9 Clubhouse Precise Grading/lmprovement Plans
Prepare a precise grading/improvement plan for the clubhouse and maintenai
building area. This plan will show horizontal and vertical control for curbs, drainc
devices, pavement, light standards, sidewalks, and utility services.
Task 8-2.10 Erosion Control Plans
P&D/CTE will prepare one set of 100'-scaIe mechanical erosion control plans based
the proposed grading plans. Plans will indicate required temporary erosion cor
devices, which will include sandbags, check dams, silt fences, and desilting ba
required to reduce site erosion and off-siteiltation. '
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Task B-2-11 Grading Quantify Esfimates
P&D/CTE will prepare the final grading estimates of earthwork quantities using informa
available from the soils reports to determine shrinkage and expansion for remec
any cost estimates that are prepared.
Task B-2.12 Cost Estimates
P&D/CTE will prepare a construction cost opinion and bond cost estimates for golf COL
and clubhouse grading and improvement plans as defined within the scope of servic
Task B-2.13 Meetings and Coordination
During the final design phase P&D/CTE will assist in coordination of design team discipli
per week over the 12 month design and processing period has been budgeted.
Task B-2.14 As-Built Plans
P&D/CTE will coordinate with the Construction Manager to provide an aerial topograp
as-built map of the final grading for the golf course. Also process as-builts for the put
improvement plans. Field verification of improvements and/or changes to the plans is I
included.
Task B-2.15 Franchise Utilities
Locate service points, transformers and all appurtenances for franchise utilities on the fi
engineering plans for submittal to franchise utility companies with project requireme
indicated. Review preliminary franchise utility designs prepared by agencies and provi
comments to be incorporated on their final design. Prepare sleeve plans. Review fi
designs
received from franchise utility companies as well as contracts and easement documer
Prepare bid packages to include job/utility personnel, quantity takeoffs, utilities plc
and specifications.
Task B-2.16 Final Bridge and Retaining Wall Design
Perform final bridge design in accordance with Caltrans Bridge Design Specificatic
(AASHTO with Caltrans revisions). Provide openings for all utility facilities and supports
water lines. This does not include design of the utility facilities themselves. Prepare brid
grading and cut/fill operations, This estimate will be used for grading plan process (
and attend meetings with the City and other project consultants. An average of 5 hc
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plans in accordance with standard California bridge practice. Prepare retaining 1
design and details for up to 1,OOO linear feet of retaining walls associated with the projc
Prepare quantity take-offs for each standard item of bridge work (excavation, bac
concrete, reinforcing steel, etc.). Perform an independent check of quantities wi
adopted tolerances. Prepare technical specifications (special provisions) for
structures work based oncaltrans Standard Specifications.
Task B-2.17 During Construction Services
P&D/CTE will coordinate with the Construction Manager especially during the rr
grading operations and installation of storm drain improvements, and will attc
construction meetings as required. An average of six hours per week over a six mc
construction program, or a maximum of 145 hours has been budgeted.
With regard to geotechnical observation and testing services during rough grading,
understand that an agreement has been reached with the City that will requirt
minimum level of compaction of 80% relative compaction in areas of general golf cot
and 95% relative compaction in non-landscaped areas (i.e.clubhouse areas). WI
95% compaction is desired there may be some increased costs from the prime grac
contractor.
Based on a total earthwork quantity of 1.5 million yards, with average daily earthw
quantities of 20,000 yards. Leighton and Associates will perform geologic mapping of
cut slopes, removals and areas of remedial grading, documentation of subdr
installation, observation and testing of compacted fill soils, laboratory testing, projl
management and preparation of a final as-graded geotechnical report.
Task 8-2.18 Post-Grading Services
Includes Leighton and Associates observation and testins of utility trench back
retaining wall backfill, R-value testing and pavement design, and construction of the
clubhouse, maintenance facilities and parking areas. Also includes estimates of reme(
grading quantities. No field survey work is included in this budget.
Task 8-2.1 9 Reimbursable Costs
Costs associated with printing, reproduction, mileage, delivery services, etc. will
invoiced on a time and materials basis up to a maximum of $20,000 without furt
authorization.
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C. ARCHITECTURE
Douglas Fredrikson Design will provide architectural design services which will consis
an approximately 19,000 sf. golf clubhouse, a 6,000 s.f. maintenance building, a 1,201
teaching/practice facility, and 2 on-course restrooms for the proposed golf COI
additional parking. Initial phase will include parking for 150 cars and 80 golf carts.
Construction costs are estimated to be $1 45.00/s.f. for the golf clubhouse, $70.00/s.f
restrooms. Projects will be combined as a complete bid package for at large biddi
Basic architectural services include structural, mechanical, plumbing, electrical, sen
and interior design/F.F.E. Based on the aforementioned project description, the follow
professional services are proposed.
Task C-1.1 Schematic Design Services
Objective
This phase of the work will consist of the preparation of drawings and other documc
illustrating the general scope, scale and relationship of project components. Desig
will be conceptual in character and based on the requirements developed un
previous phases and approved by the owner.
project. Possible second phase could include a 250 seat meeting/banquet facility (
the maintenance building and J1 25e00/smfe for the teaching/practice facility (
Content
Schematic Design Services will include:
0 Project administration including meetings, conferences, communicati
and progress reports.
0 Disciplines coordination/document review of involved engineer
disciplines for the project.
0 Owner supplied data coordination
Minimum of three (3) illustrative schematics for owners steering commit
Architectural design/documentation of:
Project data
0 Two colored renderings
review and selection.
Plans, sections and elevations (3)
8 MateriaIs/coIor selections
0 Structural design development/documentation (if required)
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a Mechanical, plumbing and electrical design development/documentat
(if required)
a Civil design development/coordination
0 Landscape design development/coordina tion
a Interior design development/coordination
4 Food service consultation
e Material researc hhpecification
a Project scheduling/budget review and refinement with Owner’s gene contractor/construction manager
Agency consuItation/review including preliminary building departmi
review submittal
Submittal to City of Carlsbad for final site plan approval and C.i
processing
Owner’s approvaI/a ut horization to proceed
0
0
0
Task C-2.1 Design Development Services
Objective
This phase of the work will consist of drawings and other documents to fix and descr
landscape and interior systems, materials and other elements as may be appropriatc
Content
Design Development Services will include:
the size and character of the entire project including architectural, structural, MPBE, c
0 Project administration including meetings, conferences, communicatic
a Disciplines coordination/document review of involved engineer
and progress reports.
disciplines for the project.
0 Owner supplied data coordination
0 Architect ura I desig n/docu men tation of:
a Plans, sections and elevations
0 Typical construction details
0 Final materials selections
Equipment layouts
0 Structural design development/documentation
a Mecha nica I, plumbing and electrica I design developmen t/docu men t
a
a
Civil design development/coordincation (by Raven Consultants)
Landscape design development/coordination (by Raven Consultants)
0 Interior design development/coordination
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0
0 Food service design/development
0 Materia Is research/specif ica tio n
Project scheduling/budget review and refinement with Owner’s gent
con tractor/construction manager
Agency consuItation/review including preliminary building departn
review submittal
Owner’ s a pprova I/a u t horiza tion to proceed
0
0
0
Task C-3.1 Construction Documents Services
Objective
This phase of the work will consist of preparation of construction documents incluc
drawings, specifications and other documents setting forth in detail the requirements
construction of the project and bidding and constructing for the construction of
project.
Confenf
Construction Documents Services will include:
0 Project administration including meetings, conferences, communicati
0 Disciplines coordination/document review of involved enginee
0 Owner supplied data coordination
0 Final architectural design/documentation of:
0 Final structural design/documentation
0 Final structural calculations
0 del Final mecha nica I, plumbing and electrical
develop men t /doc u menta tion
Final landscape design/documentation (by Raven’s consultant)
and progress reports
disciplines for the project
a
0 Final interior design documentation
Final civil design/documentation (by Raven’s consultant)
Final food service/equipment plans and specifications
Materia Is researc hhpecifica tions including :
0
0
0
0 Development of bidding documents
0 Architectural specifications
0 Compilation of project manual
Special bidding docu ments/sched u ling
0 Development of conditions of the construction contract
Coordination of specifications by other disciplines 0
0
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0 Project scheduling reviewhefinement with general contract
0 Agency consultation/review including preliminary building departml
construction manager
plan review submittal
Owner’s a pprova I/a u t horization to proceed
8 Agency corrections
0
Task C-4.1 Construction Contract Administration Services
Obiecfive
This phase of the work will consist of administration of the contract for construction a
observation of construction for conformance to the construction documents.
Con fen f
Construction Contract Administration Services will include
0 Project administration including meetings, conferences, communicatic
0 Disciplines coordination/document review of involved engineeri
0 Owner supplied data coordination
0 Bidding materials
0 Addenda
0 Analysis of aIternates/substitutions
0 Inspection coordination
0 Supplemental documenis
0 Project schedule monitoring
0 Construction cost accounting
0 Agency consu Ita tiodreview
0 Project closeout
and progress reports
disciplines for the project
0 Pro posa I req u est/c ha n ge orders
Task C-5.1 Travel Cost
Estimated budgets for travel will include cost for transportation (includes air travel, c
rental, and taxi) lodging, and food for one day at $450. Cost for an additional day will 1
$250. These estimates will vary pending length of stay and availability
accommodations.
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Task C-6.1 Reimbursable Costs
Costs associated with printing, reproduction, mileage, delivery services, etc. will
invoiced on a time and materials basis up to a maximum of $5,000 without fur
authorization.
D. LANDSCAPE-ARCHITECTURE
Kawasaki Theilacker Ueno & Associates (KTUBA) will provide landscape architect1
services in conjunction with P&D/CTE’s landscape architects, providing landscc
architecture for the clubhouse facility, golf course, landmarks and entry ways. M
efforts will be coordinated with the Golf Course Architect, Biologists, Civil Enginel
Architect, and other Project Team members. Services to be provided are as follows:
Desiqn De veloRmen f
This task will focus to identify a preferred landscape character and irrigation strategy
the proposed golf course. Design efforts will be coordinated with the Project Team
establish a theme character, layout considerations, infrastructure requirements, (
environmental concerns that are integral to the design process.
Task D-1.1 Field Surveys/EnvironmentaI Coordination
Working with the Project Team, the landscape architects will assist in field studies
analysis of the site’s constraints and opportunities, including general locations of exisi
improvements, general soil and climate conditions, and the projects relationship
adjacent properties. This will include a photographic visual survey of the site to deterrr
possible design options, and working with the Biologists to assess existing plant mate
and sensitive habitat.
Task D-1.2 Preparation of Preliminary Landscape Plan
Based on the preliminary design for the golf course, clubhouse, and other propoi
facilities, an overall informal landscape plan will be prepared at 100 scale to depict
proposed visual character of the project. The clubhouse, site entry, parking lot, praci
green/driving range areas shall be illustrated at 20 scale to represent, in detail,
landscape character. Elevations/sections shall be provided, as necessary, of tht
improvements. Plan will also show decorative accent lighting selection/location
planting design, site identification signage for main entry, clubhouse, pradice facility, c
other landscape site improvements as required.
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Task D-1.3 Sensitive Habitat Areas
Based on possible disturbance of sensitive habitat, including wetlands, efforts will
coordinated with the Project Team and City's Biologists to propose methods and pro\
plans of mitigation,revegitation and enhancement of sensitive flora and fauna spec
Task D-1.4 Special Treatment Areas
Concept plans will be prepared at 20' scale showing typical landscape developmen.
the fairway buffer strip, perimeter slope stabilization and other special landscc
treatment areas as specified by the golf course architect.
Task D-1.5 Preliminary Signage Design
Working with the golf course architect and clubhouse architect, elevations and secti
for three proposed project entry signs will be prepared for review by the City. Signs
incorporate alternatives for proposed project logos and suggested projeci nam
presented to the City for review.
Task D-1.6 Suggested Plant Palette
A design memorandum and plant palette will be prepared, including all mitigation a
hydroseed mixes and/or container plants, to accompany the illustrative landscape pl
This will include a description of the intended visual character, key design issues, c
evaluation of potential long-term maintenance.
Task D-1.7 Preliminary Irrigation Plan
Preliminary irrigation outline specification/notes will be prepared for the propo!
planting areas associated with the clubhouse, access drive, parking area, maintenar
building, and other site improvements as required, using the state of the art equipment
xeriscaping, drip and general overhead spray systems as necessary. This effort does I
include irrigation plans for the golf course tees, greens and fairways, which will
provided by the golf course irrigation designer.
Task D-1.8 Preliminary Cost Estimate
A preliminary cost estimate of probable construction cost will be prepared for propo:
landscape improvements.
Alternatives for other project signage will be based on the selected entry sign c
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Final DesiQn/Conskucfion Documen fafion
Final construction documents and specifications will be prepared for landscc
construction, planting, irrigation, and aesthetic/decorative lighting plans. Two separi
design packages will be prepared (1) clubhouse area including parking and acc
road: (2) associated buildings and parking: non-golf course areas which includes fairv
buffer strips and slope stabilization.
Task D-2.1 Landscape Site and Construction Plan
A landscape site construction plan will be prepared specifically dimensioning landscc
site improvements, pedestrian paving, hardscape and other landscape features at sc(
This will include all necessary construction details required to install the work,
Task D-2.2 Planting Plans
Planting plans delineating location, size, spacing, quantity and species, and seasc
color and turf area at 20' scale will be prepared. (Mitigation areas not included)
Task D-2.3 Lighting Plans
Lighting plans for decorative/accent lighting of landscape and project identification si
at 40' scale will be prepared. Fixture type and location only. (No Elec. Eng.)
Task D-2.4 Signage Plcins
Signage plans for site entry, practice range, and clubhouse will be prepared. These pl
will depict size, material, text layout, font, and style. Other signs to be designed in this 1
include an orientation Kiosk showing course layout and facilities, cart path direction (
layout, and scorecard indicating hole layout.
Task D-2.5 Irrigation Phns
Irrigation plans will bet prepared and will depict controller(s), point(s) of conned
backflow assembly lateral line layout and size, mainline distribution, quick couplers,
and head type, layoul and quantity. Plans to be prepared at 20' scale.
Task D-2.6 Probable Cost of Construction
A final probable cost of construction will be prepared for proposed landsci
improvements.
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A final probable cost of construction will be prepared for proposed landscc
improvements.
Task D-2.7 Construction Administration
Site observations and reports will be completed for the landscape work. This will cor
of periodic general visual review of the materials and installed work and the observat
reports will identify and list observed items of work not installed or improperly installe
This work shall also include bid administration and submittal review.
Task E-1 -0 Construction Manager Limitations
The Construction Manager shall not be responsible for:
1. Construction means, methods, techniques, sequences, and procedL
employed by the Trade Contractors and subcontractors in performance of tl
respective contracts; or
2. The failure of a Trade Contractor or any subcontractor to carry out tl
respective duties and obligations in accordance with their contracts: or
3. The means, methods, design techniques, or procedures employed by
Golf Course Architect in performance of its contract with the City; or
4. Initiating, supervising, or maintaining the safety precautions or program'
the Golf Course Architect, the Trade Contractors, or any other persons contraci
directly with the City in connection with the Project.
SCHEDULE OF VALUES
The attached is the Construction Manager's schedule of values for the work defir
within the Scope of Work. Each discipline's fees are identified by individual tasks
indicated below. The following fees are proposed as fixed fees and Construc
Manager's or it's subconsultants are not obligated to perform additional services bey(
services as defined in the Scope of Work. As indicated previously, Raven Golf's scopt
work and contract sum are based on preliminary golf course design plans, an(
Associates and accepted by the City of Carlsbad. Preparation of and revision!
preferred final plan as proposed by the golf course architect, Casper Nash (
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Y 205 012 :s2 WC?j 25L x20 05 22 ;? 5%
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AGREEMENT FOR ENVIRONMENTAL CONSULTING SERVICES
FOR CARLSBAD MUNICIPAL GOLF COURSE PROJECT
-(t., THIS AGREEMENT, made and entered into as of the e1 day
, 1997, by and between the CITY OF CARLSEAD, a munici
corporation, hereinafter referred to as "City", and TETRA TECH, INCORPORATI
&dN
hereinafter referred to as "Contractor,"
RECITALS
City requires the services of an environmental services consulting Contractc
provide the necessary environmental consulting services for preparation
environmental field data, reports, and resource agency coordination; and Contrb
possesses the necessary skills and qualifications to provide the services require(
the City;
NOW, THEREFORE, in consideration of these recitals and the mi
covenants contained herein, City and Contractor agree as follows:
1. CONTRACTORS OBLIGATIONS
Contractor shall perform the following scope of work required by City for
Carlsbad Municipal Golf Course project:
Task 1 : Sensitive Species and Habitat Survevs
- Field surveys for 3 days of focused listed plant and Quino checkerspot habii
Field surveys for 3 days for the California gnatcatcher. -
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- Field surveys for 5 days and nights of trapping for the Pacific pocket mouse.
Coordination with adjacent surveys and field data to be performed by others fc -
the arroyo southwestern toad and the least Bell’s vireo.
- All field work shall be conducted using protocols established by the USFWS o
methods recommended by the USFWS.
Contractor shall provide a letter report describing the survey results and revisc
map.
Task 2: Permitting
-
- Contractor shall prepare applications on behalf of City, including all attachme
and required exhibits for permits from the California Coastal Commission, Cit
Carlsbad, California Department of Fish and Game, Regional Water Qui
Control Board, Clean Water Act, and U.S. Army Corps of Engineers.
Task 3: Meetings and Coordination
- Contractor shall attend additional meetings and provide additional consultatic
required by City associated with required project permits and permit issuance
2. CITY OBLIGATIONS
The City shall appoint a designated representative to coordinate all work UI
this agreement. The City shall make available to Contractor copies of all existing
available project reports, exhibits, drawings, and other documentation for said pro,
City shall pay Contractor in accordance with the provisions herein.
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3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (IO) days after receipt
notification to proceed by the City and be completed within 180 days of that dai
Extensions of time may be granted if requested by the Contractor and agreed tc
writing by the City Manager or his authorized representative. The City Manager or
authorized representative will give allowance for documented and substantia
unforeseeable and unavoidable delays not caused by a lack of foresight on the par
the Contractor, or delays caused by City inaction or other agencies' lack of tin
action.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall not exceed $24,(
and shall be performed on a time and materials basis. No other compensation
services will be allowed except those items covered by supplemental agreements
Paragraph 8, "Changes in Work." The City reserves the right to withhold a ten per(
(1 0%) retention until the project has been accepted by the City.
5. DURATION OF CONTRACT
This agreement shall extend for a period of 2 years from date thereof.
contract may be extended by the City Manager for 2 additional one (1) year perioc
parts thereof, based upon a review of satisfactory performance and the City's ne
The parties shall prepare extensions in writing indicating effective date and leng
the extended contract.
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6. PAYMENT OF: FEES
Payment of approved items on the invoice shall be mailed to the Contractor pr
to the 30th day of the month the invoice was submitted.
7. FINAL SUBMISSIONS
Within 10 days of completion and approval of the field data report,
Contractor shall deliver to the City 10 copies of the report and revised map
described herein.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or
City, and informal consultations with the other party indicate that a change in
conditions of the contract is warranted, the Contractor or the City may request a chai
in contract. Such changes shall be processed by the City in the following manner
letter outlining the required changes shall be forwarded to the City by Contract0
inform them of the proposed changes along with a statement of estimated change
charges or time schedule. A Standard Amendment to Agreement shall be prepare(
the City and approved by the City according to the procedures described in Cads
Municipal Code Section 3.28.172. Such Amendment to Agreement shall not rei
ineffective or invalidate unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT IF EES
The Contractor warrants that their firm has not employed or retained
company or person, other than a bona fide employee working for the Contractc
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solicit or secure this agreement, and that Contractor has not paid or agreed to pay E
company or person, other than a bona fide employee, any fee, commissic
percentage, brokerage fee, gift, or any other consideration contingent upon,
resulting from, the award or making of this agreement. For breach or violation of t
warranty, the City shall have the right to annul this agreement without liability, or, in
discretion, to deduct from the agreement price or consideration, or othewise reco\
the full amount of such fee, commission, percentage, brokerage fees, gift, or conting
fee.
IO. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarc
nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the \n
as provided for in this contract, the City Manager may terminate this contract
nonperformance by notifying the Contractor by certified mail of the termination of
contractor. The Contractor, thereupon, has five (5) working days to deliver i
documents owned by the City and all work in progress to the City Manager or
authorized representative. The City Manager or his authorized representative 5
make a determination of fact based upon the documents delivered to City of
percentage of work which the Contractor has performed which is usable and of wor
the City in having the contract completed. Based upon that finding as reported tc
City Manager, the Manager shall determine the final payment of the contract.
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This agreement may he terminated by either party upon tendering thirty [
days written notice to the other party. In the event of such suspension or terminati
upon request of the City, the Contractor shall assemble the work product and put sa
in order for proper filing and closing and deliver said product to City. In the even
termination, the Contractor shall be paid for work performed to the termination dl
however, the total shall not exceed the lump sum fee payable under paragraph 4. -
City Manager shall make the final determination as to the portions of tasks comple
and the compensation to be made.
12. DISPUTES
If a dispute should arise regarding the performance of work under
agreement, the following procedure shall be used to resolve any question of fac
interpretation not otherwise settled by agreement between parties. Such question
they become identified as a part of a dispute among persons operating under
provisions of this contract, shall be reduced to writing by the principal of the Conk
or the City Manager or his authorized representative. A copy of such documer
dispute shall be fowarded to both parties involved along with recommended mett
of resolution which would be of benefit to both parties. The City Manager or prim
receiving the letter shall reply to the letter along with a recommended metho
resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory tc
aggrieved party, a letter outlining the dispute shall be forwarded to the City Counc
their resolution through the Office of the City Manager. The City Council may ther
to consider the directed solution to the problem. In such cases, the action of the
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Council shall be binding upon the parties involved, although nothing in this procedl
shall prohibit the parties seeking remedies available to them at law.
13. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the City must
asserted as part of the contract process as set forth in this agreement and no'
anticipation of litigation or in conjunction with litigation. The Contractor acknowledc
that if a false claim is submitted to the City, it may be considered fraud and
Contractor may be subject to criminal prosecution. The Contractor acknowledges 1
California Government Code sections 12650 et seq., the False Claims Act, provides
civil penalties where a person knowingly submits a false claim to a public entity. Th
provisions include false claims made with deliberate ignorance of the false informa
or in reckless disregard of the truth or falsity of information. If the City of Carls
seeks to recover penalties pursuant to the False Claims Act, it is entitled to recove
litigation costs, including attorney's fees. The Contractor acknowledges that the filin
a false claim may subject the Contractor to an administrative debarment proceec
wherein the Contractor may be prevented to act as a contractor on any public wor
improvement for a period of up to five years. The Contractor acknowledges debarn
by another jurisdiction is grounds for the City of Carlsbad to disqualify the contra
from the selection process. (Initial) 7
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.1
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by referer
(Initial)
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14. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contract0
own way as an independent contractor and in pursuit of Contractor's independc
calling, and not as an employee of the City. Contractor shall be under control of t
City only as to the result to be accomplished, but shall consult with the City as provid
for in the request for proposal. The persons used by the Contractor to provide semi(
under this agreement shall not be considered employees of the City for any purpo!
whatsoever.
The Contractor is an independent contractor of the City. The payment mad€
the Contractor pursuant to the contract shall be the full and complete compensatior
which the Contractor is entitled. The City shall not make any federal or state
withholdings on behalf of the Contractor or hidher employees or subcontractors. -
City shall not be required to pay any workers' compensation insurance
unemployment contributions on behalf of the Contractor or his/her employees
subcontractors. The Contractor agrees to indemnify the City within 30 days for any
retirement contribution, social security, overtime payment, unemployment paymer
workers' compensation payment which the City may be required to make on beha
the Contractor or any employee or subcontractor of the Contractor for work done UI
this agreement or such indemnification amount may be deducted by the City from
balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Re
and Control Act of 1986 and shall comply with those requirements, Including, bu
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limited to, verifying the eligibility for employment of all agents, employet
subcontractors and Consultants that are included in this agreement.
15. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all drawings and specifications to conform to
applicable requirements of law: federal, state and local. Contractor shall provide
necessary supporting documents, to be filed with any agencies whose approval
necessary. The Contractor shall provide copies of the approved reports to any ott
agencies.
16. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as her1
required are the property of the City, whether the work for which they are made
executed or not. In the event this contract is terminated, all documents, pla
specifications, drawings, reports, and studies shall be delivered forthwith to the Cit
Contractor shall have the right to make one (1) copy of the plans for hislher records.
17. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of the w(
pursuant to this contract shall be vested in City and hereby agrees to relinquish
claims to such copyrights in favor of City.
18. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad and
officers, officials, employees and volunteers from and against all claims, damagc
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losses and expenses including attorney fees arising out of the performance of the wo
described herein caused in whole or in part by any negligent act or omission of tl
contractor, any subcontractor, anyone directly or indirectly employed by any of them
anyone for whose acts any of them may be liable, except where caused by the acti
negligence, sole negligence, or willful misconduct of the City of Carlsbad.
Contractor shall at his own expense, upon written request by the City, defe
any such suit or action brought against the City, its officers, officials, employees a
volunteers. Contractor's indemnification of City shall not be limited by any prior
subsequent declaration by the contractor.
19, ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any mon
due thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under t
contract by the Contractor, Contractor shall be fully responsible to the City for the a
and omissions of Contractor's subcontractor and of the persons either directly
indirectly employed by the subcontractor, as Contractor is for the acts and omission$
persons directly employed by Contractor. Nothing contained in this contract SI
create any contractual relationship between any subcontractor of Contractor and
City. The Contractor shall bind every subcontractor and every subcontractor c
subcontractor by the terms of this contract applicable to Contractor's work unl
specifically noted to the contrary in the subcontract in question approved in writinc
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the City.
21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City
negotiate, make, accept, or approve, or take part in negotiating, making, accepting,
approving of this agreement, shall become directly or indirectly interested personally
this contract or in any part thereof. No officer or employee of the City who is authoriz
in such capacity and on behalf of the City to exercise any executive, supervisory,
similar functions in connection with the performance of this contract shall becan
directly or indirectly interested personally in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of
City, either before, during or after the execution of this contract, shall affect or mol
any of the terms or obligations herein contained nor entitle the Contractor to <
additional payment whatsoever under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement,"
terms, conditions, and provisions hereof shall inure to and shall bind each of the par
hereto, and each of their respective heirs, executors, administrators, successors,
assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first wr
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above.
25. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and
City's conflict of interest code, that the Contractor will not be required to file a conflic
interest statement as a requirement of this agreement. However, Contractor hen
acknowledges that Contractor has the legal responsibility for complying with
Political Reform Act and nothing in this agreement releases Contractor from
responsibility.
26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and i
and all amendments insurance against claims for injuries to persons or damage
property which may arise out of or in connection with performance of the vi
hereunder by the contractor, his agents, representatives, employees or subcontractc
Said insurance shall be obtained from an insurance carrier admitted and authorize(
do business in the State of California. The insurance carrier is required to hav
current Best's Key Rating of not less than "A-:V' and shall meet the City's policy
insurance as stated in Resolution No. 91 -403.
A. Coverages and Limits.
Contractor shall maintain the types of coverages and minimum lir
indicated herein, unless a lower amount is approved by the City Attorney or 1
Manager;
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1. Comprehensive General Liability Insurance. $1,000,000 combin
single-limit per occurrence for bodily injury, personal injury and property damage. If t
submitted policies contain aggregate limits, general aggregate limits shall apl
separately to the work under this contract or the general aggregate shall be twice t
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved
contractor's work for the City). $1,000,000 combined single-limit per accident for bo(
injury and property damage.
3. Workers' Compensation and Employer's Liability. Work
Compensation limits as required by the Labor Code of the State of California I
Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Professional Liability, Errors and omissions liability appropriatc
the contractor's profession with limits of not less than $1,000,000 per claim. Cover
shall be maintained for a period of five years following the date of completion of
work.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under
agreement contain, or are endorsed to contain, the following provisions.
1. The City shall be named as an additional insured on all pol
excluding Workers' Compensation and Professional Liability.
2. The contractor shall furnish certificates of insurance to the
before commencement of work.
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3. The contractor shall obtain occurrence coverage, excludii
Professional Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the agreeme
and any extension thereof and shall not be canceled without 30 days prior writti
notice to the City sent by certified mail.
5. If the contractor fails to maintain any of the insurance coverac
required herein, then the City will have the option to declare the contractor in breach,
may purchase replacement insurance or pay the premiums that are due on exist
policies in order that the required coverages may be maintained. The contractoi
responsible for any payments made by the City to obtain or maintain such insura
and the City may collect the same from the contractor or deduct the amount paid fi
any sums due the contractor under this agreement.
27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to recc
written notice on behalf of the City and on behalf of the Contractor in connection t
the foregoing are as follows:
For City: Title Municipal Projects Manager
Name John J. Cahill
Address 2075 Las Palmas Drive, Carlsbad, CA
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1
For Contractor: Title Associate Director
Name Betty Dehoney
Address 591 Camino de la Reina. Suite 640
San Diego, CA 92408
28. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for '
duration of the contract.
29. ENTIRE AGREEMENT
This agreement, together with any other written document referred to
contemplated herein, embody the entire agreement and understanding between
parties relating to the subject matter hereof. Neither this agreement nor any provi:
hereof may be amended, modified, waived or discharged except by an instrument in
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'I CALIFORNIA Y ALL-PURPOS ia, ACKNOWLEDGMENT 0
State of California
Countyof LOS Angeles
On February 11, 1997 before me, Marqaret Ann Nader, Notary Public
NAME, TITLE OF OAIGER. E 0 "JAN€ DOk NOTARY PUBUF DATE
personally appeared Li-San Hwanq and Richard A Lemon -
NAME(S) OF SIGNER(S) a personally known to me - OR - 0 proved to me on the basis of satisfactory evide
to be the person(s)whose name@ie'
subscribed to the within instrument and
knowledged to me that ket4kelthey exes
the same in kisCkerltheir authori;
capacity(m, and that by t+i&hwltt
signaturea on the instrument the persor
or the entity upon behalf of which
person@ acted, executed the instrumf
WITNESS my hand and official seal.
SIGNATURE OF NOTARY
Though the data below is not required by law, it may prove valuable to persons relying on the document and could pr
fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUME
TITLE OR TYPE OF DOCUMENT TITLE@)
GENERAL 0 ATORNEY-IN-FACT NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTIPI(IES)
SIGNER(S) OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION 8236 Rernrnet Ave , P 0 Box 7184 Canoga Park C/
<
March 14, 1997
TO:
FROM:
RE:
STEVE ADELSON, RAVEN GOLF MANAGEMENT
JOHN CAHILL, CITY OF CARLSB
INITIALS ON CONTRACT DOCUMENTS (PAGE 11)
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Steve: Raven Golf neglected to initial o uments where requirc Please initial these 3 copies of the contrac
City of Carlsbad
City Clerk’s Office
Attention: Isabelle Paulsen
1200 Carlsbad Village Drive
Carlsbad, California 92008
Please call me at (619) 438-1 161, x-4386 with any questions.
2075 Las Palmas Dr. - Carlsbad, CA 92009-1 576 0 (61 9) 438-11 61 - FAX (61 9) 438-0e