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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 I 6 a e PAGE 2 OF AGENDA BILL NO. /& 07< 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, \r > e e ’ 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 e e ” PAGE 4 OF AGENDA BILL NO. /e 07c ‘r 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. \ > 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e e 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. 3. 1 : 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 a 0 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) . -2- , 1 2 3 4 5 6 7 8 9 10 11 12 13 l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 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 1. 2. 3. I > + 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e e 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) -2- VI .. 0 e -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. rev. 8/2( 1 _. 0 -. 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 rev. 81; 2 1- 1 0 0 .. action. 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 rev. 8/22 3 0 0 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 rev. 812 4 0 0 _. 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 rev. 812 5 0 e 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 rev. 812 6 '. 0 8 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 rev. 81; 7 e 0 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. s 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 rev. 8/2f 8 '. 0 0 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 rev. 812 9 0 0 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 rev. 8/2( IO 0 0 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 rev. 812 11 0 0 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. rev. 812 12 0 0 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. rev. 8/2f 13 c 0 e 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; 14 0 0 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 0 e 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 16 0 0 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 2 e e 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. 3 0 0 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 1 e 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< 5 *I - .‘ 0 0 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 6 .- I e 0 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 7 ’. - .’ @ 0 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) 8 5 c .’ e e 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. 9 . r I* 0 0 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 10 an r 1. 0 0 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 11 ‘1 p I’ 0 0 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 12 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. 1 LI e' e 0 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, 2 ‘t e 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 3 7 1 1' 0 e 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 IS e 0 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 5 1 0 e 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. 6 8 1. c 0 0 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. 7 t 1. 0 e 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 8 *' .* 0 0 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: 9 'r 2 0 e 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. ' 10 =< I' e e 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 l .,' 0 e 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 4 68 0 * 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. 13 L e e 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 14 , 1' 0 0 (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 ' 15 1 ,' 0 0 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. 16 v’ 0 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 17 *- 0 0 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. Page 7 I’ 0 0 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 Page 2 .‘ 0 0 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 Page 3 9, .* 0 0 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. Page 4 '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 Page 5 I I’ 0 0 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. Page 6 ’1 e a 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. Page 7 1. 0 e 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 Page 8 .' 4D e 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. Page 9 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 Page 10 '.I 1' @ 0 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. ' Page 11 e 0 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 Page 12 11 0 0 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. Page i3 '. 0 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) Page 14 0 0 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 Page 95 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 Page 76 ? e 0 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. Page 17 ‘4 .J e 0 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. Page 78 ,J 0 0 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 Page 79 *, r' 0 e 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. Page 20 < 2 0 0 - 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 ( Page 27 1 0 u &m 3 Y 205 012 :s2 WC?j 25L x20 05 22 ;? 5% OLQf 00 J(3 u I\ 0 0 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. - rev 1 c e 0 - 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. rev. 2 f 0 0 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. rev 3 r' e 0 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 rev, 4 I' a 0 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. rev.: 5 ? 0 e 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 rev.: 6 ? 0 a 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) rev.; f 7 1- F @ 0 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 rev 8 ? 0 0 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 rev.ZE 9 b 0 0 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 rev.21 10 7 e 0 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 rev.: 11 '4 I. 0 0 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; rev.2, 12 'I f e 0 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. rev. 13 1, c e 0 # 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 rev 14 I< r 0 e 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 rev 15 0aU.J. - '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) L r/\ 7+ ++ 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