HomeMy WebLinkAbout1998-08-04; City Council; 14803; APPROVAL OF ESTOPPEL CERTIFICATE AND CONSENT TO ASSIGNMENTa i~h6
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CITY A TTY.
dlTY OF CARLSBAD - AGEN F A BILL
TITLE:
I APPROVAL OF ESTOPPEL CERTIFICATE AB# 14,903
MTG. (8- q49&
DEPT. CD CITY MGR
AND CONSENT TO ASSIGNMENT;
CARLSBAD GOLF COURSE PROJECT I
RECOMMENDED ACTION:
It is recommended the City Council ADOPT Resolution No. 98-266 APPROV
estopple certificate and consent to assignment of the existing agreement with Phoer
Investments, L.L.C., d/b/a Raven Golf Management, to INTRAWEST GOLF MANAGI
INC., for development consulting services for the Carlsbad Golf Course Project.
ITEM EXPLANATION:
On March 31, 1997, the City Council approved an agreement with Phoenix - 95 Invc
L.L.C., d/b/a Raven Golf Management, for development consulting services for the Carlsl
Course Project. Raven Golf Management has been recently acquired by Intrawest Golf H
Inc., d/b/a Intrawest Golf Management, Inc. The Intrawest corporation, and their many su
companies, are owners, developers, and managers of large scale destination resort facilitic
United States and Canada. As a precondition to finalizing the acquisition process, Intr
converting, via mutually agreeable assignment, all development and management cont
Raven Golf Management to Intrawest. Intrawest intends to utilize the development, man2
and operations expertise of Raven Golf throughout their existing inventory of golf course
as well as the development of new projects.
City staff has met directly with the Raven Golf representatives and has received assurances
will continue to receive the same level of project development consulting services for the (
Golf Course Project from the existing group of Raven personnel. Following our discussion!
satisfied that Raven will continue to provide the level of professional development cc
services on the project as was originally negotiated. Staff sees no adverse impacts at this tir
assignment of the Carlsbad - Raven contract to Intrawest.
In consultation with the City Attorneys Office, staff recommends the City Council app
attached “Estoppel Certificate, Consent to Assignment” which will complete the assignme1
contract.
FISCAL IMPACT:
There is no cost to the City associated with the assignment of the Carlsbad - Raven COI
Intr awe st.
EXHIBITS:
1.
2.
Resolution No. Cis *J& approving an “Estoppel Certificate, Consent to Assignm
“Estoppel Certificate, Consent to Assignment.”
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RESOLUTION NO. 98-266
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF CARLSBAD, CALIFORNIA, APPROVING
AN ESTOPPEL CERTIFICATE AND CONSENT TO
ASSIGNMENT OF CONTRACT REGARDING
CONSULTING DEVELOPMENT SERVICES FOR
THE CARLSBAD GOLF COURSE PROJECT.
WHEREAS, the City Council of the City of Carlsbad, California, has 1
entered into an agreement on March 31, 1997 with Phoenix - 95 Investments, L.L
Raven Golf Management, for consulting development services for the Carlsbad Go
Project; and
WHEREAS, Raven Golf Management has been recently acquired by Intrav
Management, Inc.; and
WHEREAS, as a precondition to completing the acquisition, Intrawest request2
execute an “Estoppel Certificate and Consent to Assignment” of the Carlsbad - Raven c
Intrawest; and
WHEREAS, the City has sought and received assurance from representatives
Golf Management the City will continue to receive the same level of consulting devl
services from the same Raven Golf Management personnel as was originally negotiat
the aforementioned agreement as a condition to the City’s approval of the requested as
of said contract to Intrawest.
NOW, THEREFORE, be it resolved as follows:
1.
2.
That the above recitations are true and correct.
That the City Council does hereby approve an “Estoppel Certificate and
to Assignment” of the aforementioned Carlsbad -1 Raven contract to Intrawest and the
authorized to execute said certificate.
3. That following the Mayor’s signature of said certificate, the City Clerk is
to forward the signed certificate and a copy of this Resolution via overnight express 1
Robert P. Detrick, c/o Jacobs, Chase, Frick, Kleinkopf, & Kelley, LLC, Attorneys
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Independence Plaza, 1050 17'h Street, Suite 1500, Denver, Colorado, 80265; and COI
certificate and Resolution to Raven Golf Management, attention: Mr. Steve Adelso,
Mickey Williams, 2701 East Camelback Road, Suite 401, Phoenix, Arizona, 85016-
the Community Development Department.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Carl
Council held on the 4th day of August , 1998 by the following vote, to 7
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin and Ha
NOES: None
ABSENT: None
ATTEST:
(SEAL)
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ESTOPPEL CERTIFICATE,
CONSENT TO ASSIGNMENTS
THIS ESTOPPEL CERTIFICATE, CONSENT TO ASSIGNMENTS (this "Consent tc
Assignments"), dated Auqust 4 , 1998, is given by the City of Carlsbad, California, a
municipal corporation of the State of California (the "City") to Phoenix-95 Investments, L.L.(
d/b/a Raven Golf Management ("Phoenix"), LIPPON L.L.C., an Arizona limited liability
company (I'LLLC''), INTRAWEST GOLF HOLDINGS, INC., a Delaware corporation ("IGH'
and INTRAWEST GOLF MANAGEMENT, INC., a Delaware corporation ("IGM"), which is
wholly-owned subsidiary of IGH.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City hereby certifies to, and agrees with, Phoenix, LLLC, IGH and IGM as
follows:
1. The City and Phoenix are parties to the Agreement for Golf Course Developme
to provide design, financing, construction and development services for a golf course and relat
facilities (the "Golf Course Facilities") to be constructed in the City of Carlsbad, California.
Services dated March 3 1, 1997 (the "Agreement") wherein Phoenix is appointed as a consulta
2. A true, correct and complete copy of the Agreement, together with Amendment
No. 1 dated September 19, 1997, Amendment No. 2 dated October 29, 1997, and each other
amendment, modification, supplement, and assignment thereto, if any, are attached hereto as
Exhibit A.
3. . As of the date hereof, the Agreement is in full force and effect and no default b:
either the City or Phoenix exists. The City knows of no circumstances existing as of the date
hereof that, with the passage of time or the giving of notice or both, would constitute a default
under the Agreement or give the City the right to terminate the Agreement.
4. The City has not delivered or given a VJotice to Proceed" with construction, as
referenced in Section 3.1 of the Agreement.
5. The City consents to the assignment of the Agreement by Phoenix to LLLC anc
the prompt assignment thereafter from LLLC to IGM (together, the "Assignments"). Upon
written notification from IGM of IGM's acquisition of Phoenix's interest under the Agreement.
the City shall recognize IGM as the Golf Course Development Consultant and the Constructio
Manager (as such terms are defined in the Agreement) under the Agreement.
6. All of the terms, covenants and conditions of the Agreement shall remain in full
force and effect, and neither the Assignments nor anything done in connection therewith, shall
ICFKK-31177-1
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deemed or taken to modify the Agreement in any way, except as otherwise explicitly providec
for herein.
7. The date of the original Agreement is March 3 1, 1997 even though the recitals
Amendment No. I to the Agreement state such date to be March 4, 1997.
8. Progress payments and work performed are current and in compliance with the
terms of the Agreement.
9. The City recognizes that Phoenix, LLLC, IGH and IGM and each of their
successors and assigns will rely on the information set forth in this Consent to Assignments.
IN WITNESS WHEREOF, the myor , has executed this Consent to Assignmeni
as of the date first written above.
Title: Mayor
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L!5w 0 0 d
AGREEME" FOR GOLF CO E BmOPm SERVICES
THIS AGREEMENT, made and entered into as of the 31stday
MARCH , 1997, by and between the CITY OF =&AD, municipal corporation, hereinafter referred to as "City" f PHOENIX - 95 INVESTMENTS, L.L.C., d.b.a. RAVEN GOLF MANAGEME:
hereinafter referred to as "Golf Course Development Consultant"
ttCons truct ion Manager" -
City requires the services of a golf course developmc
financing, construction and development of an 18-hole champions: municipal golf course with customary features and rela, facilities including without limitation a no larger than 19,i square foot clubhouse, including restaurant and cart stora. maintenance facility, driving range, teaching/practice facil and two (2) on-course restrooms (the "Project1'), and Golf Cou Development Consultant possesses the necessary skills qualifications to provide the services required by the City;
and Associates;
consultant to provide services in connection with desi1
The Architect/Engineer for 18-hole golf course is Casper-N'
The Project shall be located on the real property descril
as that City owned property at College Boulevard and Palor
Airport Road in the City of Carlsbad, California, (: IfPropertyfi) ;
NOW, THEREFORE, in consideration of these recitals and i
mutual covenants contained herein, City and Golf Cou:
Development Consultant agree as-follows:
NSTJJaTANT',$ SCOPE OF WOW 1. GOLF cOl.lRs DmQpm co
The services to be provided by Golf Course Developme
Consultant as described in the Scope of Work are herein refer]
to as the llWorktt and are attached hereto and made a part hereof
Exhibit A, Schedule 1.
2. -
2.1
requirements for the Project.
The City shall provide full information regarding
2.2 The City shall designate a representative to work w:
Construction Manager, who shall be fully acquainted with 1
Project and has authority to issue and approve Change Orde:
render decisions promptly, and furnish informat: expeditiously.
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2.3 The City shall furnish for the site of the Project, necessary SUIYY~~S describing the physical characterist 1( soil reports and subsurface investigations,
limitations, utility locations, and a legal description.
2.4 The Construction Manager will be furnished, wit1 charge, copies of all Golf Course Architect and TI
Contractor Plans, Drawings and Specifications reason? necessary for the execution of the Project.
2.5 If the City becomes aware of any fault or defect in
Project or non-conformance with the Plans, Drawings Specifications, it shall give prompt written notice the.
to the Construction Manager.
2.6 The City shall retain an Architect/Engineer ('I( Course Architectii), for design and to prepare construcr documents for the golf course and all other elements of Project not included in the Construction Manager's scope
work. City shall direct the Golf Course Architect, in
Contract, to consult with and follow the recommendationE
Construction Manager with respect to the routing, feature:
design and specifications of the golf course that effect
operation, aesthetics, maintenance, playability and cost
the golf course and other facilities.
2.7 The City shall enter into contracts with
contractors and suppliers necessary for the performance all work and the furnishing of all equipment and persr property necessary to construct and equip the Pro
(collectively, "Trade Contractorsii ) . The Construe. Manager shall request and review proposals from T: Contractors, consult with the City prior to the Ci. awarding Trade Contracts and review and consult with the ( regarding the form and content of all Trade Contracts.
2.8 The City shall communicate with the Trade Contract
only through its representative designated pursuant Section 2.2 and the Construction Manager, who shall
designated as City's representative in all Trade Contract:
2.9 The City shall be responsible for all environment
archeological (which term shall herein include wit1 limitation the protection and sensitive treatment of Na< American burial grounds, human remains, and associated g:
goods), wetlands, sensitive habitat or coastal preserva. matters pertaining to the Project, and compliance with
laws, statutes, ordinances, rules, regulations, requirements pertaining thereta. The City will obtain
local coastal permit and any other licenses, perm approvals, consents, waivers or variances necessary for
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required by any federal, state or local government
authority, including without limitation, the Calif01
Coastal Commission, for the construction and operation of
Project . The City shall also be responsible for preparation of any required environmental investigations, Environmental Impact Report for the Project, sensit habitat mapping and preservation or mitigation studies plans, and any other environmental, archeological, wetlar sensitive habitat or coastal preservation investigatic studies or plans necessary for the construction and operat
of the Project. The City shall be responsible for all Cc
and implementation of any on-site or off -site environment archeological, wetlands, sensitive habitat or coas
preservation, remediation, mitigation or compliance
connection with the development of the Project. Construction Manager will, as described in its Scope of Wc assist the City with these matters, but shall have
liability whatsoever to the City with respect to any of
aforesaid environmental, archeological, wetlands, sensit habitat or coastal preservation matters, other than for failure to comply with the express written instructions 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, zon and other approvals, licenses and permits necessary for development and operation of the Project from the appropri governmental authorities, and adjacent or surround property owners, which approvals and permitting may inclu without limitation, coordination, planning and design utilities, drainage, storm and sanitary sewer, availabil of and access to water, other utilities, and rights-of-
and easements on, under, over and across adjacent
surrounding properties. Construction Manager will, described in its Scope of Work, assist the City with thc matters, but shall have no liability whatsoever to the C.
if any of the aforedescribed approvals, licenses, permi.
easements, rights-of-way or access to water and ot:
utilities are not obtained.
2.11 The City shall cause the golf course general contrac to secure the Project and provide full-time security at Project after regular working hours until final completion the Project.
2.12 The City shall be solely responsible for any land
plans and development on the Property outside the borders
the golf course Project.
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3.
3.1 Progress and completion under this agreement shall bt
no later than January 1, 2000, but in no event shall Construction Manager be required to complete the Project : less than 18 months following City's Notice to Proceed wit
construction. Following execution of this agreement by tl
parties hereto, Construction Manager and City shall meet i mutually prepare a detailed project schedule to accomplis1 the Project. Extensions of time may be granted if request by the Construction Manager and agreed to in writing by tk City.
for documented and substantiated unforseeable and unavoidz 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 C Course Architect, or any employee, agent, subcontractor, E
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 prev 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, 01 any law, statute, court case, proceeding, order, stay,
injunction, governmental rule or regulation, or the timely obtaining of any approval, permit, license, variance, zoni or consent necessary far the development of the Project, t the Contract Time shall be extended on a day-by-day basis pursuant to Section 3.1 above. The contract sum shall not
increased.
3.3 Any claim for extension of time shall be made in writ to City not more than ten (10) days after the commencement the delay. In the case of a continuing delay only one cli is necessary. The Construction Manager shall provide an estimate of the probable effect of such delay on the progr
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 be extended, and shall notify Construction Manager in writing
The City will give allowance on a day for day basis
4. CONTRACT SUM TO RE =I, TO CONS~U~ION -
4.1 The Contract Sum payable for the 'Work to be perfor shall be $1,393,200 in accordance with attached Exhibit
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incorporated by reference and made a part hereof. No ot compensation fcr services will be allowed except those it - covered by supplemental agreements per Paragraph 8, "Chai
in Work." The City reserves the right to withhold a
percent (10%) retention on Progress Payments until Project has been accepted by the City.
4.2 Progress payments shall be made as follows:
4 -2.1 Based upon Applications for Payment submittec the Construction Manager to the City, the City sl make progress payments on account of the Contract
to the Construction Manager as provided below.
4.2.2 The period covered by each Application Payment shall be one calendar month ending on the 2
day of the month, or as follows:
4.2.3 Provided an Application for Payment is submit
to the City not later than the 30th day of a month, City shall make payment to the Construction Manager later than the 30th day of the following month. If
Application for Payment is received by the City af the application date fixed above, payment shall be IT by the City not later than 30 days after the C
receives the Application for Payment.
4.2.4 Each Application for Payment shall be based u the Schedule of Values submitted by the Construct Manager and attached hereto and made a part hereof Exhibit B. The Schedule of Values shall allocate entire Contract Sum among the various portions of Work to be provided hereunder as described Construction Manager's Scope of Work. This Schec shall be used as a basis for reviewing the Construct
Manager's Applications for Payment.
4.2.5 Applications for Payment shall indicate percentage of completion of each portion of the Work of the end of the period covered by the Application
Payment.
4.2.6 The amount of each progress payment shall computed as follows:
4.2.6.1 Take that portion of the Contract
properly allocable to completed Work as determi. by multiplying the percentage completion of e portion of the Work by the share of the to
Contract Sum allocated to that portion of the WI
in the Schedule of Values, less retainage of
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percent (10%). Pending final determination cost to the City of changes in the Work, amoL
not in dispute may be included in Application
Payment ;
4.2.6.2 Subtract the aggregate of previ payments made by the City; and
4.2.6.3 Subtract amounts, if any, for which city has withheld or nullified a Certificate
Payment.
4.3 The progress payment amount determined in accorda
with Paragraph 4.2.6 shall be further modified under
fcllowing circumstances:
4.3.1 Add, upon Substantial Completion of the Work sum sufficient to increase the total payments to hundred percent (100%) of the Contract Sum, less 5 amounts as the City determines for incomplete Work
unsettled claims.
4.4 Final payment constituting the entire unpaid balance
the Contract Sum shall be due and payable when the Project delivered to the City,
when the City occupies the Project, whichever event fi
occurs, provided that the Project be then substantia completed and this Contract substantially performed. there should remain minor items to be completed Construction Manager, the Construction Manager shall 1
such items and the Construction Manager shall deliver, writing, his unconditional promise to complete said it within a reasonable time thereafter. The City may retai
sum equal to 125% of the estimated cost of completing unfinished items, provided that said unfinished items
listed separately and the estimated cost of completing unfinished items shall likewise be listed separate
hereinafter Unfinished Items. Thereafter, City shall pay
Construction Manager, monthly, the amount retained
incomplete items as each of said items is completed.
4.4.1 The making of final payment shall constitut
waiver of claims by City except those arising from lie claims, security interests or encumbrances arising out this contract and unsettled or Unfinished Items.
4.4.2 Acceptance of final payment by Construct
Manager shall constitute a waiver of all claims
Construction Manager except those previously made in writ and any unsettled claims at the time of payment.
ready €or beneficial occupancy,
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4.5 The Construction Manager shall promptly pay all
amounts due persons with whom it has a contract upon rea
of any payment from the City, the application for wl
includes amounts due such other persons. Before issuancc
final payment, the Construction Manager shall sul
satisfactory evidence that all bills incurred by it connec
with the Project have been paid or otherwise satisfied.
4.6 If the City should fail to pay the Construction Man; within seven (30) days after the time the payment of amount becomes due, then the Construction Manager may, L
seven (7) additional days' written notice to the City, :
its Work on the Project until payment of the amount owing been received,
4.7 Payments due but unpaid shall bear interest at t legal rate of interest pursuant to California Code of CI
Procedure section 685.010.
5. DURATION OF CONTRACT
This Contract shall extend for a period of five (5)years f
date thereof. The Contract may be extended by the City Man:
for five (5) additional one (1) year periods or parts then based upon a review of satisfactory performance and the tit needs. The parties shall prepare extensions in writing indicat effective date and length of the extended Contract.
6. -
The City acknowledges that the Construction Manager is not expert in environmental contamination of gasses or other hazarc waste. The Construction Manager has not been trained in special requirements of hazardous waste detection or remediati
cannot be expected to recognize the many forms of hazardous wz
on the Project Site, and has no responsibility or liability
hazardous waste and has no insurance therefor. The City agr
that if hazardous waste is discovered on the Project site recognized as such, the City shall then have the option of tab
appropriate steps for the removal and/or remediation of
hazardous waste or abandoning the Project. The City agrees
defend itself, its officers, officials, and employees from such hazardous waste related claims or suits that may be brol
or asserted against the City, its officers, officials, employees as a result of the Work under this Agreement. The C
further agrees to reimburse Construction Manager for reasoni
defense costs, including attorneys fees, if it is ultimat determined that Construction Manager has no liability for E
hazardous waste and City is responsible for same.
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7. - Within seven (7) days of Finai Conpletion and approval of *
project drawings, specifications, and construction documents
City, the Construction Manager shall deliver to the City * following items:
a. One (1) set of reproducible mylar project drawings I
three (3) sets of biueline paper prints of the project drawl.
as specified herein. produced by the Construction Manager and retained subconsulta:
b. One (1) set of camera ready 8.5 inch by 11 inch ni
c. Three (3) sets of 3.5 inch CADD disks of the pro](
d. One (1) set of 3.5 inch disks of the proj specifications and contract documents, Windows "Word" 7 compatible with the City's computer system.
bound specifications.
drawings.
8. -
If, in the course of the Contract, changes seem merited
the Construction Manager or the City, and informal consultati with the other party indicate that a change in the conditions the Contract is warranted, the Construction Manager or the C
may request a change ir, Contract. Such changes shall be proces
by the City in the following manner: A letter outlining required changes shall be forwarded to the City by Construct Manager to inform them of the proposed changes along with statement of estimated changes in Contract Sum or time schedulf
A Standard Amendment to Agreement shall be prepared by the C 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 unaffec
portions of the agreement.
NGENT FEES 9. COVENANTS AGqTNST CONTI
The Construction Manager warrants that their firm has employed or retained any company or person, other than a bona f
employee working for the Construction Manager, to solicit secure this agreement, and that Construction Manager has not p
employee, any fee, commission, percentage, brokerage fee, gift, any other consideration contingent upon, award or making of this agreement. For breach or violation
this warranty, the City shall have the right to annul t agreement without liability, or, in its discretion, to deduct f
or agreed to pay any compan-y or person, other than a bona f
or resulting from,
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the agreement price or consideration, or otherwise recover,
full amount of such fee, commission, percentage, brokerage fe
gift, or contingent fee. Construction Manager shali have right to pay any firm, person or entity contracting P Construction Manager to provide work on the Project, fees or ot
agreed upon compensation for work or services performed on
pro] ect .
10. NONDISCRI-ON Cw
The Construction Manager shall comply with the state
federal laws regarding nondiscrimination.
11. TEmNATION OF CO~~~
In the event of the Construction Manager's repeated fail
to prosecute, deliver, or perform the Work as provided for in t
Contract, the City Manager may terminate this Contract for cc
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
been made pursuant to paragraph 12 hereof. The Construct
Manager, thereupon, has ten (10) working days to deliver documents owned by the City and all work in progress to the C: The City Manager shall make a determination of fact based upon
documents and work delivered to City of the percentage of \ which the Construction Manager has performed. Based upon t
finding as reported to the City Manager, the City Manager st
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 perfor material obligation as provided for in this Contract, Construction Manager may terminate this Contract for cause nonperformance by notifying the City by certified mail of termination of the City. No such termination shall occur unti
final determination of the City's repeated failure to perfor material obligation as provided foy in this Contract has been 1
pursuant to paragraph 12 hereof. The Construction Manac thereupon, has ten (10) working days to deliver any documl
owned by the City and all work in progress to the City.
Construction Manager shall make a determination of fact based -
the documents and work delivered to City of the percentage of 7 which the Construction Manager has performed. Based upon
finding as reported to the City Manager, the City Manager s
determine and make the final payment to Construction Manage]
the Contract Sum based upon the percentage of work performed.
Any dispute as to any amount to be paid to Construction Man
pursuant to this paragraph 11 shall be resolved pursuant
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paragraph 12 I
12. pIsPttTES
Work under this Contract, the following procedure shall be used If a dispute should arise regarding the performance of
resolve any question of fact or interpretation not otherw settled by agreement between parties. Such questions, if t become identified as a part of a dispute among persons operat under the provisions of this Contract, shall be reduced to writ by the principal of the Construction Manager or the Cit authorized representative . A copy of such documented disp
shall be forwarded to both parties involved along with recommen
methods of resolution which would be of benefit to both parti
The City’s authorized representative receiving the letter sh reply to the letter along with a recomended method of resolut within ten (10) days. If the resolution thus obtained unsatisfactory to the aggrieved party, a letter outlining
faith, impartial resolution through the Office of the C Manager. The City council may then opt to consider the direc solution to the problem. In such cases, the good faith, impart action of the City Council shall be binding upon the part involved, although nothing in this procedure shall prohibit parties seeking any and all remedies otherwise available to t at law or in equity.
13. CL&W’S ANn LAWSWITS
dispute shall be forwarded to the City Council for their s
The Construction Manager agrees that any Contract cl submitted to the City must be asserted as part of the Contr
process as set forth in this agreement and not in anticipatior litigation or in conjunction with litigation. The Construct Manager acknowledges that if a false claim is submitted to
City, it may be considered fraud and the Construction Manager
acknowledges that California Government Code sections 12650 m., the False Claims Act, provides for civil penalties wher
person knowingly submits a false claim to a public entity. TI
provisions include false claims made with deliberate ignorance
the false information or in reckless disregard of the trutf: falsity of information. If the City of Carlsbad seeks to recc 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 c may subject the Construction Manager to an administra
debarment proceeding wherein the Construction Manager may
prevented to act as a Construction bianager on any public worl
improvement for a period of up to five years. The Construc
Manager acknowledges debarment by another jurisdiction is grou:
be subject to criminal prosecution. The Construction Mani
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for the City of Carlsbad to disqualify the Construction Man2
from the selection process. w (Initial)
The provisions of Carlsbad Municipal Code sections 3.32. C
3.32.026, 3.32.027 and 3.32.028 p rta'ning to false claims
incorporated herein by reference. %p$ (Initial)
14. ST ATUS OF THE CONSTRUCTION MANAG=
The Construction Manager shall perform the Work provided
herein in Construction Manager's own way as an indepenc
contractor and in pursuit of Construction Manager's indepenc
shall be under control of the City only as to the result tc
accomplished, but shall consult with the City as provided fox the request for proposal. The persons used by the Construct Manager to provide services under this agreement shall not considered employees of the City for any purposes whatsoever.
calling, and not as an employee of the City. Construction Mani
The Construction Manager is an independent contractor of City. The payment made to the Construction Manager pursuant the Contract shall be the full and complete compensation to wl
the Construction Manager is entitled. The City shall not make federal or state tax withholdings on behalf of the Construcl
Manager or his/her employees or subcontractors. The City SI
not be required to pay any workers' compensation insurance unemployment contributions on behalf of the Construction Mani or his/her employees or subcontractors. The Construction Man; agrees to indemnify the City within 30 days for any 1 retirement contribution, social security, overtime paymc
unemployment payment or workers' compensation payment which City may be required to make on behalf of the Construction Man,
or any employee or subcontractor of the Construction Manager
work done under this agreement or such indemnification amount
be deducted by the City from any balance owing to the Construc Manager.
The Construction Manager shall be aware of the requiremi
of the Immigration Reform and Control Act of 1986 and shall coi
with those requirements, including, but not limited to, verif
the eligibility for employment of all agents, employ
subcontractors and Consultants that are included in agreement.
15. ~ONFO~TY TO w REOUI-
The Construction Manager shall cause all drawings specifications prepared by it to conform to all applic
requirements of law; federal, state and local. Cons t ruc Manager shall provide the City all necessary supporting docume to be filed with any agencies whose approval is necessary.
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The City will provide copies of the approved plans to
other agencies.
16. A
Upon timely payment of all sums due hereunder, all pia
studies, sketches, drawings, reports, and specifications as her required are the property of the City, whether the work for wh they are made be executed or not. In the event this Contract terminated, all documents, plans, specifications, drawin reports, and studies shall be delivered forthwith to the Ci after payment by the City of all outstanding fees, costs and ot
amounts that have accrued through the date of termination
expiration of this Contract. Construction Manager shall have
right to make one (1) copy of the plans for his/her records.
17. REPRODUCTION RI-
The Construction Manager agrees that upon payment in full
the City of all fees, costs and other amounts that have accx
through the date of termination or expiration of this Contra
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 -
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
Work to be performed by Construction Manager described herein,
caused in whole or in part by any willful misconduct or neglige
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 c the City of Carlsbad.
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 employc
Construction Manager indemnification of City shall not be limit by any prior or subsequent declaration by the Construction Manager.
19. ASSIG"T OF CO-
The Construction Manager shall not assign this Contract
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any part thereof or any monies due thereunder without the pr. written consent of the City.
20- ,-m
If the Construction Manager shall subcontract any of the w(
to be performed under this Contract by the Construction Managf Construction Manager shall be fully responsible to the City
the acts and omissions of Construction Manager's subcontractor ( of the persons either. directly or indirectly employed by subcontractor, as Construction Manager is for the acts < omissions of persons directly employed by Construction Manage] Nothing contained in this Contract shall create any contract1
relationship between any subcontractor of Construction Manager (
the City. The Construction Manager shall bind every subcontrac and every subcontractor of a subcontractor by the terms of t Contract applicable to Construction Manager's work unli specifically noted to the contrary in the subcontract in quest approved in writing by the City.
21, pR0-m INTEREST
No official of the City who is authorized in such capacity
behalf of the City to negotiate, make, accept, or approve, or t part in negotiating, making, accepting, or approving of t
agreement, shall become directly or indirectly interes
personally in this Contract or in any part thereof. No officer
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 t Contract shall become directly or indirectly interested persona in this Contract or any part thereof.
22. VFRBAL AG- OR CONVERSATI0 M
No verbal agreement or conversation with any officer, age
or employee of the City, either before, during or after execution of this Contract, shall affect or modify any of
terms or obligations herein contained nor entitle the Construct Manager to any additional payment whatsoever under the terms this Contract.
23. SUCCBSORS OR ASSIW
Subject to the provisions of Paragraph 18, I'Hold Harm1
Agreement, 'I all terms, conditions, and provisions hereof sk:
inure to and shall bind each of the parties hereto, and each their respective heirs, executors, a6ministrators, successors, assigns.
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24. EFFECTIVE D-
This agreement shall be effective on and from the day
year first written above.
25. CONFIJCT OF 1-
The Construction Manager shall file a conflict of inter statement with the City Clerk in accordance with the requireme
of the City's conflict of interest code incorporating F Political Practices Commission Regulation 18700 as it define: consultant. The disclosure category shall be categories 1, 2, and 4.
26. DWIRA"E
26.1 Construction Manager's Insurance.
26.1.1 The Construction Manager shall obtain maintain for the duration of the Contract and any 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, representativ employees or subcontractors. Said insurance shall obtained from an insurance carrier admitted
authorized to do business in the State of Californi
The insurance carrier is required to have a cur1 Best's Key Rating of not less than 'lA-V" and shall n the City's policy for insurance as stated in Resolut
Coveracres and m. 26.1.2 Construction Man:
limits indicated herein, unless a lower amount approved by the City Attorney or City Manager:
$1,0 (a) 00,o)
bodily injury, personal injury and property damage.
the submitted policies contain aggregate limi general aggregate limits shall apply separately to work under this Contract or the general aggregate sk be twice the required per occurrence limit.
.. (if the use of an automok (b) Fut.oroabi,lle Wility is involved for Construction Manager's work for
City). $1,000,000 combined single-limit per accic for bodily injury and property damage.
NO. 91-403.
.. - shall maintain the types of coverages and mini
.I
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(C) Workers' Comon ;tnd woverDs 7,icab;zilit: Workers' Compensation limits as required by the La
Code of the State of California and Employe
Liability limits of $1,000,000 per accident for bod
injury.
I. Errors and omissi (d) liability appropriate to the Construction Manage
profession with limits of not less than $1,000,000 claim. Coverage shall be maintained for a period five years following the date of completion of
work.
26.1.3 itlo& Provisiom. Construction Manager shall ensure that the policies insurance required under this agreement contain, or endorsed to contain, the following provisions:
(a) The City shall be named as an additional insu on all policies excluding Workers' Compensation Professional Liability.
(b) The Construction Manager shall f urn certificates of insurance to the City bef
commencement of work. (c) The Construction Manager shall obtain occurre
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 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 replacer
insurance or pay the premiums that are due on exist policies in order that the required coverages may maintained. The Construction Manager is responsi
for any payments made by the City to obtain or maint such insurance and the City may collect the same f
the Construction Manager or deduct the amount paid f
Contract .
Professiod Liu.
.. .I
coverage, excluding Professional Liability which sh
any sums due the Construction Manager under t
27. RESPONSIBLE P-
Any notice reqiirements herein shall be accomplished
certified mail, return receipt requested. The name of
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persons who are authorized to give written notices or to rece
written notice on behalf of the City and on behalf of construction Manager in cannection with the foregoing are
f oliows :
For City: Title Pro j ec t Direct or 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 ROE Suite 280 Scottsdale, Arizona 85:
28. BUSINESS LI-
Construction Manager shall obtain and maintain a City
Carlsbad Business License for the duration of the Contract.
29. MAG- A-
At least 120 days prior to completion of the Project, C
and Construction Manager intend to enter into a Managerr
Agreement providing for Construction Manager's operation
management of the Pro j ect .
30. ENTIRE AGRE-
This agreement, together with any other written docun
referred to or contemplated herein, embody the entire agreerr
and understanding between the parties relating to the subj 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 wk
enforcement of such amendment, waiver or discharge is sought.
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Executed by Construction Manager this 39’ day of $&JW
1997. 4
CONSTRUCTION MANAGER: CITY OF CARLSBaD, a municipz
corporation of the St 4 ,r
Phoeniw5ye.s tme
ATTEST :
(print ria e/title)
ign here)
-L. RAUTENKRANZ City Clerk
By: w
(print name / t it le 1
(Proper notarial acknowledgment of execution by Constzuct
Manager must be attached).
(President or vice-president and secrrtary or assls~m sec~emy must sign for wrporanons. If only one officer signs, the mrporanon must ai
resolunon cemfied by the secretary or asslsgm secrc~~y der corporau seal cmpowenng that offmr to bud the wrporamn.)
APPROVED AS TO FORM:
RONALD R. BALL
r 17
e e
State of Arizona )
County of Maricopa)
On this 28th day ofFebruq, 1997, before me, the undersigned Notary Public, personally app
Larry Lippon known to me to be the individual who executed the foregoing instnunen
acknowledged the same to be her fiee act and deed.
My Commission Expires:
)ss. ACI(lrTOWLEDGMENT
-‘~%SIOR Exzlps ;Qp 7; ,y&
0 0
EXHIBIT A
SCHEDULE 1
SCOPE OF WORK
Schedule # 1
The following scope of services is derived from the ''City of Carlsbad Municipal
Course Project Proposal", dated January 31, 1996, and has been revised based on
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 01
City of Carlsbad. Raven Golf 's approved Project team of primary consultants will cc
of the following firms:
0 Douglas Fredrikson Design: Architecture (DFD)
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P&D/CTE Engineering: Civil Engineering [P&D/CTE) and its sub-consulta
Kawasaki Theilacker Ueno+ Associates: Landscape Architecture (KTUBI
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Leighton & Associates: Geotechnical Engineering (L&A)
McDaniel Engineering Company: Bridge/Structural Engineering (MDE)
It is our understanding, The Scope of Work and contract sum presented herein is bc
upon the assumption that the Project is scheduled to start design in February 1997
that preliminary design documents are to be completed in the spring of 1997 for EIR
entitlement processing. Based on the approval of these documents, construc
documents will proceed with an anticipated project completion and opening dai
late 1999.
Raven Golf's Scope of Work and contract sum are based on preliminary golf co
design plans, and a preferred final plan as proposed by the golf course architect, Ca!
Nash and Associates and accepted by the City of Carlsbad. Revisions to docum
and/or plans to be prepared by us are based on this premise and are subject to
understanding of acceptable and reasonable design practices for the design c
e Melchoir Land Surveying: Surveying (MLS)
championship 1Shsle golf course.
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A; PROJKT MANAGEMENT AND DEVElOPMENTIRAVEN GROUP
Phase 1. Project Management
Desian De veloomen VGol f Course Faclifies
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
other associated facilities and conceptual elevations.
Task A-1 -2 Preliminary Development and Budget
Ten (10) working days after the completion of Design Development, Construc
Manager shall prepare a Preliminary Budget for the cost of development of the Prc
based on design and development guidelines. Such Preliminary Budget shall
included as pad of this agreement, cnd shall include components for predevelopn
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 o
approvals necessary for the development of the Project from the appropr
governmental authorities, which approvals may involve the coordination, planning,
design of utilities, drainage, and rights-of-way with adjacent or surrounding propertic
De velODrnen f Services/Golf Course Facilities
Task A-2.1 Coordination of Final Plans and Specifications
Raven shall coordinate the preparation of final plans and specifications by consulta
Raven shall make recommendations and coordinate consultants (including golf co
architect) as to features of design and material specifications that have impact on
operation, aesthetics, maintenance, playability and cost of the golf COUE and sup
facilities .
Task A-2.2 Cost Estimates/Budget/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 bi
no less than three (3) Trade Contracton acceptable to the City of Carlsbad. Raven !
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assist with all procedures relating to bidding. The construction contract for the Prt
consirucfion (the “Conshcfion Contract”) shall be in form acceptable to the Ci-
Carlsbad and shall include, without limitation:
a A guaranteed maximum price for the construction of the project
“GMAX”), based on plans and specifications approved by the Cit
Carls bad:
a A detailed construction sequence and cash flow schedule for
Value Engineering concepts as accepted by Cify of Carlsbad, Raven
Raven along with golf course architect and other design consultants shall help preF
bid packages and analyze the bids received, consult with the City of Carisbad on
details thereof, and make recommendations to the City of Carlsbad as to the t.
contract form/language and Trade Contracton. The Raven shall assist with regard to
bid analysis, but final selection of the bid and contractor (the “Prime Contractor”) shal
made by the City of Carlsbad in its sole discretion.
Task A-3.1 Construction Coordination/Golf Course Facilities
construction of the Project (the “Construction Schedule”);
other memben of the design team in their judgement.
e Raven shall coordinate all aspects of the construction of the Proj
including without limitation golf course and facilities Trade Contractors, (
Course Architect, engineers and other Trade Contractors.
e After the final construction contract is awarded the GMAX shall serve as
final budget for hard costs of construction for the Project, and Raven SI
revise the Preliminary Budget and the Preliminary Pro Forma taking
account the final construction budget and any other changes, informat
assumptions, or terms to reflect the current status thereof. Such revi
Preliminary Budget and Preliminary Pro Forma shall be delivered to the 1
of Carlsbad and upon approval by the City of Carlsbad, shall become
Final Budget and Final Pro Forma.
e Raven shall review and provide appropriate comment upon
administration and management by the Prime Trade Contractors and
subcontractors of the construction of the Project.
a Raven shall assist the Prime Trade Contracton with the application (
gaining of approvals for any required interim certificates of occupancy,
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periodic inspections conducted by governmental officials, and the Pro
approval for final use and occupancy by governmental authorities ha
jurisdiction.
0 Raven shall from time to time evaluate all proposed change orde
proposed extra costs or charges with respect to the valididity, necessity
cost thereof and any implications to the overall construction progress
costs, or the Construction Contract, and identify possible alternatii
Raven shall be authorized to approve all change orden with an indivi
value not to exceed $25,000 with a cumulative amount not to exceed
of the "GMAX" contract price. Proposed change orders over $25,000
be submitted in writing together with Raven's recommended action
The City of Carlsbad's designated "Project Director" for approval.
Raven shall collect and review for adequacy all certificates of insurc
evidencing any coverage connected with the construction of the Prc
and required to be maintained by the Trade Contractor under any Tr
Contract, as well as any certificates of insurance evidencing any cover
required to be maintained by any subcontractor of any tier. Raven
deliver any such certificate of insurance to the City of Carlsbad prior tc
commencement of work at the Project by the relevant contractor.
0 Raven shall inspect the progress of the work on the Project, no
frequently than weekly and more often if appropriate, and notify the Ci
Carlsbad and Trade Contracton of any problems with the work or failui
the work to conform to the requirements of the Trade Contracts.
Raven shall endeavor to identify and analyze alternative courses of ac
for golf course operational issues as they relate to field design dt
construction and unfoneen conditions such as shortages, work stoppc
site conditions and/or accidents or casualties, as they occur.
Upon substantial completion of the construction of the Project, Raven !
inspect all of the improvements (including all the site work
landscaping) and ensure the accuracy and completeness of all "pi
lists" prepared by applicable architects or other inspectors for complf
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 Ci
together with such supporting documentation as may reasonabl)
appropriate.
0
Carlsbad, written reports with respect to the items described he
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0 Raven shall (a) review and submit to the City of Carlsbad for approval
necessary final change orders or final extra charges or costs submittel
the Prime Trade Contractors in connection with the closeout of the Prc
(b) review and submit to the City of Carlsbad for the approval the TI
Contractors' reques+ for final payment, 0 ensure that effective final
waivers have been collected in the covect amounts from the TI
Contractors and all subcontractors and materialmen engaged on
Project, and (d) ensure that any other actions required under the TI
Contracts prior to final payment to the Prime Contractor have t
completed to the reasonable satisfaction of the City of Carlsbad. Rc
shall be responsible for the collection of such documentation an(
submission to the City of Carlsbad days before the final payment is du
0 Raven shall schedule and monitor the various Prime Trade Contractors
advise City of Carlsbad as to each contractors schedule adherence
relates to the overall development schedule.
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 superintent
is set forth within this fee structure. The City of Carlsbad reserves the rig1
approve all Golf Course Superintendent(s) recommended by Raven.
Raven shall review and certify the Trade Contractors' monthly construction {
requests, and if necessary negotiate revisions thereto.
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0 Raven shall receive, process and verify all bills for the development oi
Project, subject to the amounts specified in the Final Budget (as it ma:
revised from time to time as provided in this paragraph). Each apprc
bill shall be forwarded to City of Carlsbad for payment. Raven shall
prepare monthly accounting reports to the City of Carlsbad in 1
satisfactory to City of Carlsbad detailing the Final Budget, any propc
revisions to the Final Budget any disbursements exceeding amc
specified in the Final Budget, short narrative description of work complt
for the month, 1, 3 and 6 forecasts of work to be performed and a
analysis sf the Trade Contractor(s) performance,
0 Raven shall coordinate and supervise construction meetings and pro
meeting notes for the City of Carlsbad as necessary or appropriate, no
frequently than weekly, which shall indicate (I) the progress of
development of the Project, (ii) any proposed revisions to the construc
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schedule, the Final Budget, or the Plans and specifications previc
and information which Raven is required to provide, including contra
RFls, claims administration, etc.
The Raven will cooperate should ?he City of Carlsbad or its Bond Coui
periodically request additional information, reasonably necessary
satisfactorily complete the Project, be given or included in a written re
approved by the Cily of Ccrlsbad, and (iii) any other recommends,
e
Financing Assistance
Task A41 Financing Assistance
Provide assistance to the City of Carisbad for preparation of financial packages, applicati
interviews and other activities required by Raven to help the City in obtaining bond financin!
Contingency
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;
pumpingkirculation 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,
taxi) lodging, and food for one day at $450. Cost for an additional day will be $250. Th
estimates will vary pending length of stay and availability of accommodations. Travel costs
construction, grow-in and preopening 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.
respective disciplines which will include:
part of this work effort, P&D/CTE will manage a team of subconsultants and 11
0 Leighton 8 Associates: Geotechnical Engineering
0 Melchoir Land Surveying: Surveying
0 McDaniel Engineering: Structural/Bridge Enginering
P&D/CTE will also provide support environmental services for coordination with the C
Environmental consultant, and will also provide assistance for biological field surveys t
project design efforts.
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P&D/CTE and it's subconsultants will provide the civil engineering design and proces
services as required for the project as indicated below.
Desiwn Develomnenf
Task B-1.1 Base Plans
P&D/CTE will provide field verification of City provided topography, and will prep
base maps which delineate proposed boundav, existing iopography, SDGE wire
elevations, drainage facilities, easements, utilities, roads, and rights-of way up tc
maximum of 7 days of field suwey 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 far +he Golf Cor
Pro Pew
This task also includes a boundary survey of the proposed golf course property c
preparation and filing of a Record of Survey (Owner pays filing fees). Also include1
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 providec
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 (
houn has been budgeted. Should the actual coordination time required be such tl
additional hours are necessary, a Chonge Order to this contract will be prepared c
approved by +he City prior to additional work being done. The environmental informal
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 alternat
preliminary grading studies will be prepared at 100'-scale. These studies will inclcl
consideration of roads, parking, building pads, drainage, utilities, and other physic
design parameten. Special consideration will also focus on grading design issues relat
to the preservation of sensitive habitat, and the SDG&E power pole foundations. '
preferred alternative will be revised once, prior to submittal, based on the City's and C
Course Architects review and comments.
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Task 6-1.4 Preliminary Hydrology Analysis
P&D/CTE will prepare a preliminary hydrology analysis of existing conditions to a!
surface drainage flows. This analysis will calculate both 10-year and 100-year flows foi
. overall drainage basin and major sub-basins.
Task 0-1.5 Storm Drain/NPDES Pollution Control Basins
In coordination with Cify's EIR consultant, P&D/CTE will prepare a preliminary de
showing proposeddesiltation/detention basins locations.
Task 8-1.6 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 8-1.7 Preliminary Earthwork Analysis
P&D/CTE will prepare a preliminary estimate of earthwork quantities for each of the r
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 6-1.8 GeotechnicaI Evaluations
Leighton and Associates will prepare a preliminary geotechnical investigation suitabll
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
proposed clubhouse, retaining walls and other appurtent facilities. An assumption
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 inctuded in
evaluation.
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
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stability concerns will be addressed. In addition, final grading plans will be review-
starnped/signed by the Geotecnnicai 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 01
latest units costs avaiiable to P&D/CTE, for grading, utilities, and street/pc
improvements.
Task €3-1.10 Preliminary Franchise Utilities
Provide site reconnaissance, research of existing utilities, preparation of a prelim
concept plan for all franchise utilities. Develop a comprehensive budget estima
include: contractor charges, street lights, advanced energy fees, utilities fees, de!
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 a
considered, advantages and disadvantages of each, construction costs and time
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 t
disciplines and attend meetings with the City and other project consultants. An ave
of 3 hours per week over the assumed 10 to 12 month discretionary approval proces
been budgeted. Due to the unknown issues that may arise, and the unknown leng
time for this process, this budget item will be monitored. If additional labor is requirc
complete the process, an Extra Work Authorization will be provided to the City.
Task 6-1.13 EIR Support
During preparation and processing of the EIR, provide input to the City’s EIR consultai
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.
College Boulevard as described above. Prepare a report describino the alternc
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Final Desiun Enaineeffnq
Task 5-2.1 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 (
commercial area building pads, streets/driveways, slopes, berms, and neces
conformance with their grading policies. Precise grading plans/site plans for
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 grac
compacted fills; and laboratory testing as needed.
Task 8-2.2 Hydrology and Hydraulic Study
P&D/CTE will prepare a hydrology study for the existing and proposed IC-year and
year runoff conditions in order to design the proposed drainage structures to cor
storm runoff as delineated on the plans. P&D/CTE will perform hydraulic calculatior
establish the size, velocity, hydraulic grade line and pressure conditions inside propc
storm drain pipes and design of both temporarydesilting and permanent NPDES basil
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-i
and high-flow system.
Task 5-2.4 Street/Driveway Improvement Plans
P&D/CTE will prepare one set of 40 scale plans showing plan and profile design
surface improvements for access from proposed Hidden Valley Road to clubhc
commercial uses, and other proposed uses. Plans will also include sidec
improvements to north side of Palomar Airport Road as well as required mec
improvements from Hidden Valley Road to College Avenue.
Task 5-2.5 Public Potable Water Plans
P&D/CTE will prepare one 40'-scale potable watep plan and profile design and proce
drainage. Plans will be coordinated with the golf course architect and SDG&E to achi
geologic mapping of cut slopes and removal areas; observation and testinc
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approval through the Carlsbad Municipal Water District (CMWD). These plans will inc
a public water main from Hidden Valley Road to the clubhouse area to sewe
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 approval
set of 40'-scale public sewer plans to service the clubhouse area. The public sewer tc
clubhouse will tie into the sewer main line provided by others in Hidden Valley Roac
Task 8-2.7 Public Storm Drain Plans
P&D/CTE will prepare and process one set of m-scale storm drain plans that shoh
structures to convey the caiculated 10-year or 100-year runoff. The design will incl
structures, pipe, hydraulic grade line, class of pipe, and determine whether the pir
pressure or non-pressure.
Task 8-2.8 Reclaimed Water Plans
P&D/CTE will prepare one 40'-sccrle reclaimed water plan and profile desigr
compliance with CMWD requirements. The design will be for a trunk line only i
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.
budgeted. The design will be based on the CMWD Master Plan for reclaimed w
facilities to be provided by the Client,
Preliminary design layouts will indicate reclaimed water can be delivered to stor
ponds with no additional pumping. Should additional pumping be required, an in
booster pump station will be included.
Task 8-2.9 Clubhouse Precise Grading/lrnprovement Plans
Prepare a precise grading/improvement plan for the clubhouse and maintena
building area. This plan will show horizontal and vertical control for curbs, drain(
devices, pavement, light standards, sidewalks, and utility services.
Task 8-2.10 Erosion Control Plans
P&D/CTE will prepare one set of 1W-scale mechanical erosion control plans basec
the proposed grading plans. Plans will indicate required temporary erosion COI
devices, which will include sandbags, check dams, silt fences, and desilting bc
required to reduce site erosion and off-siteiltation.
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Task B-2.1 1 Grading Quantity Estimates
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 reme
grading and cd/f;ll operations. This estimate will be used for grading plan process I
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 COI
and clubhouse grading and improvement plans as defined within the scope of servi
Task 6-2.13 Meetings and Coordination
During the final design phase P&D/CTE will assist in coordination of design team discipl
and attend meetings with the City and other project consultants. An average of 5 hl
per week over the 12 month design and processing period has been budgeted.
Task 8-2-14 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
included.
Task 8-21 5 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 provl
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 documel
Prepare bid packages to include job/utility personnel, quantity take-offs, 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 ?hemselves. Prepare brid
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plans in accordance with standard California bridge practice. Prepare retaining
design and details for Up to 1 ,ooO linear feet of retaining walls associated wi+h the proj
Prepare quantity takeoffs for each standard item of bridge work (excavation, bac
concrete, reinforcing steel, etc.). Perform an independent check of quantities w
adopted tolerances. Prepare technical specifications (special provisions) for
structures work based onCaltrans Standard Specifications,
Task 8-2.17 During Construction Services
P&D/CTE will coordinate with the Construction Manager especially during the n
grading operations and installation of stm drain improvements, and will att
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 requir
and 95% relative compaction in non-landscaped areas (i.e.clubhouse areas), W
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 earthv
quantities of 20,000 yards. Leighton and Associates will perform geologic mapping o
cut slopes, removals and areas of remedial grading, documentation of subd
installation, observation and testing of compacted fill soils, laboratory testing, pro,
management and preparation of a final as-graded geotechnical report.
Task B-2.18 Post-Grading Services
Includes Leighton and Associates observation and testing 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 remet
grading quantities. No field survey work is included in this budget.
minimum level of compaction of 80% relative compaction in ureas of general golf co
Task B-2.19 Reimbursable Costs
Costs associated with printing, reproduction, mileage, delivery services, etc. will
invoiced on a time and materials basis up to a maximum of $2O,ooO without fur
authorization.
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C. ARCHITECTURE
Douglas Fredrikson Design will provide architectural design services which will consi!
an approximately 19,000 s.f. golf clubhouse, a 6,000 s.f. maintenance building, a 1,2#
teaching/practice facility, and 2 on-come restrooms for the proposed golf co
project. Possible second phase could include a 250 seat meeting/banquet facility
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
the maintenance building and $1 25.Ws.f. for the teaching/practice facility
restrooms. Projects will be combined as a complete bid package for at large biddi
Basic architectural services include structural, mechanical, plumbing, electrical, ser
and interior design/F.F.E. Based on the aforementioned project description, the follob
professional services are proposed.
Task C-1.1 Schematic Design Services
Obiective
This phase of the work will consist of the preparation of drawings and other docum
illustrating the general scope, scale and relationship of project components. Des&
will be conceptual in character and based on the requirements developed ur
previous phases and approved by the owner.
Content
Schematic Design Services will include:
8 Project administration including meetings, conferences, communicai
and progress reports.
disciplines for the project.
8 Disciplines coordination/document review of involved enginef
0 Owner supplied data coordination
Minimum of three (3) illustrative schematics for owners steering commi
8 Architectural design/documentation of:
8
review and selection.
0
e MateriaIs/color selections
e Project data
Plans, sections and elevations (3)
8 Two colored renderings
0 S truct ura I design developmen t/documen tation (if required)
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0 Mechanical, plumbing and electrical design development/documentc
(if required)
0 Civil design development/coordination
@ Interior design development/cosr~inatian e Landscape design development/coordination
9 Food service consultation
e Material research/specification
0 Project scheduling/budget review and refinement with Owner’s gent
Agency consuItation/review including preliminary building departrr
contractor/construction manager
review submittal
processing
a Submittal to City of Carlsbad for final site plan approval and C.
0 Owner’s a pprovaI/au t horization to proceed
Task C-2.1 Design Development Services
Objective
This phase of the work will consist of drawings and other documents to fix and descr
the size and character of the entire project including architectural, structural, MP&E, c
landscape and interior systems, materials and other elements os may be appropriatl
Content
Design Development Services will include:
e Project administration including meetings, conferences, communicati
e Disci p I ines coordination /docu menP review of involved engineer
0 Architectural design/documentation of:
and progress reports.
disciplines for the project.
9 Owner supplied data coordination
0 Plans, sections and elevations
0 Typical construction details
Final materials selections
e Equipment layouts
0 Structural design development/documentation
0
e
Mechanical, plumbing and electrical design development/document
Civil design developmentlcoordination (by Raven Consultants)
0
In tenor design develapmenUcoordination
Landscape design development/coordination (by Raven Consultants)
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e Food service design/development
Materia is research /s pecifica t io n
Project scheduling/budget review and refinement with Owner's ger
contrador/construction manager
e Agency consultation/review including preliminary building deparfr
review submittal
0 Owner's approval/authorization to proceed
e
e
Task C-3.1 Construction Documents Services
Qbiective
This phase of the work will consist of preparation of construction documents incluc
drawings, specifications and other documents setting forth in detail the requirement
construction of the project and bidding and constructing for the construction of
project.
Content
Construction Documents Services will include:
e Project administration including meetings, conferences, communicai
and progress reports
disciplines for the project
Fina I architect urd desig n/docu men tation of:
e Disciplines coordination/document review of involved enginee
e Owner supplied data coordination
e
8 Final structural design/documentation
e Final structural calculations
e Final mechanical, plumbing and electrica I de
e
e
e Final interior design documentation
e
e Materials research/specifications including:
development/documentation
Final civil design/documentation (by Raven's consultant)
Final landscape design/documentation (by Raven's consultant)
Final food service/equipment plans and specifications
0 Development of bidding documents
e
e Architectural specifications
e
e Compilation of project manual
Development of conditions of the construction contract
Coordination of specifications by other disciplines
e Special bidding docu men ts/scheduling
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e Project scheduling reviewlrefinement with general contra1
0 Agency consvltation/review including preliminary building departr
construction manager
plan review submittal
8 Agency corrections
0 Owner's approval/authorization to proceed
Task C-4.1 Construction Contract Administration Services
Objective
This phase of the work will consist of administration of the contract for construction
observation of construction for conformance to the construction documents.
Con fen f
Construction Contract Administration Services will include
Project administration including meetings, conferences, communicaj
and progress reports
disciplines for the project
e Disciplines coordination/document review of involved engine€
0 Owner supplied data coordination
0 Bidding materials
0 Addenda
0 Analysis of altemates/su bstitutions
0 inspection coordination
e Supplemental documents
e Proposal request/change orders
e Project schedule monitoring
0 Construction cost accounting
0 Agency consultation/review
a Project closeout
Task C-5.1 Travel Cost
Estimated budgets for travel will include cost for transportation (includes air travel,
rental, and taxi) lodging , and food for one day at $450. Cost for an additional day wi
$250. These estimates will vary pending length of stay and availability
accommodations.
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Task C-6.1 Reimbursable Costs
Costs associated with printing, reproduction, mileage, delivery services, etc. will
invoiced on a time and materials basis up to a maximum of $5,000 without fu!
a ut horiza tion.
D. LANDSCAPE ARCHITECTURE
Kawasaki Theilacker Ueno & Associates (KTU&A) will provide landscape architeci
services in conjunction with P&D/CTE's landscape architects, providing landsc
architecture for the clubhouse facility, golf course, landmarks and entry ways. L
efforts will be coordinated with the Golf Course Architect, Biologists, Civil Engine
Architect, and ather Projed Team members. Services to be provided are as follows
Desiun Devetoomen f
This task will focus to identify a preferred landscape character and irrigation strateg)
the proposed golf course. Design efforts will be coordinated with the Project Tear
establish a theme character, layout considerations, infrastructure requirements,
environmental concerns that are integral to the design process.
Task D-1.1 Field Surveys/Environmenta1 Coordination
Working with the Project Team, the landscape architects will assist in field studies
analysis of the site's constraints and opportunities, including generai locations of exis
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 ases existing plant matt
and sensitive habijat.
Task D-1.2 Preparation of Preliminary Landscape Plan
Based on the preliminary design for the golf course, clubhouse, and other prop0
facilities, an overall informal landscape plan will be prepared at loo' scale to depict
proposed visual character of the project. The clubhouse, site entry, parking lot, prac.
green/driving range areas shall be illustrated at 20' scale to represent, in detail,
landscape character. Elevations/sections shall be provided, as necessary, of th
improvements. Plan will also show decorative accent lighting selection/location
planting design, site identification signage for main entry, clubhouse, practice facility, (
other landscape site improvements as required.
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Task D-1.3 Sensitive Habitat Areas
Based on possible disturbance of sensitive habitat, including wetlands, efforts will
coordinated with the Project Team and City’s Biologists to propose methods and pro!,
plans of mitigation,revegitation and enhancement of sensitive flora and fauna spec
Task D-1.4 Special Treatment Areas
Concept plans will be prepared at 20’ scale showing typical landscape development
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 ihe City. Signs
incorporate alternatives for proposed project logos and suggested project narr
Alternatives for other project signage will be based on the selected entry sign c
presented to the City for review.
Task D-1.6 Suggested Plant Palette
A design memorandum and plant palette will be prepared, inciuding all mitigation ai
hydroseed mixes and/or container plants, to accompany the illustrative landscape pll
This will include a descripiion of the intended visual character, key design issues, c
evaluation of potential long-term maintenance.
Task D-1.7 Preliminary lmgation Plan
Preliminary irrigation outline specification/notes will be prepared for the propos
planting areas associated with the clubhouse, access drive, parking area, maintenan
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 propos
landscape improvements.
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fino/ Desian/Consfn/cfion Documentofion
Final construction documents and specifications will be prepared for Iandsc
construction, planting, irrigation, and aesthetic/decorative lighting plans. Two sepc
design packages will be prepared (1) clubhouse area including parking and ac
toad: (2) associated buildings and parking: non-golf course areas which inciudes fair
buffer strips and slope stabilization.
Task D-2.1 Landscape Site and Construction Plan
A landscape site construction plan will be prepared specifically dimensioning landsc
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 seas(
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 s
at 40' scale will be prepared. Fixture type and location only. (No Elec. Eng.)
Task D-2.4 Signage Plans
Signage plans for site entry, practice range, and clubhouse will be prepared. These p
will depict size, material, text layout, font, and style. Other signs to be designed in this
include an orientation kiosk showing course layout and facilities, cart path direction (
layout, and scorecard indicating hole layout.
Task D-2.5 Irrigation Plans
Irrigation plans will be prepared and will depict controller(s), point(s) of connect
backflow assembly lateral line layout and size, mainline distribution, quick couplers,
and head type, layout 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 landscc
improvements.
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A final probable cost of construction will be prepared for proposed IandSC
improvements.
Task D-2.7 Construction Administration
Site observations and reports will be completed for the landscape work. This will co
of periodic general visual review of the materials and installed work and the observc
reports will identify and list observed items of work not installed or improperly installc
This work shall also include bid administration and submittal review.
Task E-1 .O Construction Manager Limitations
The Construction Manager shall not be responsible for:
1 q Construction means, methods, techniques, sequences, and proced employed by the Trade Contractors and subcontractors in performance of 1
respective contracts; or
2. The failure of a Trade Contractor or any subcontractor to carry out 1
The means, methods, design techniques, or procedures employed by
Golf Course Architect in performance of its contract with the City; or
Initiating, supervising, or maintaining the safety precautions or prograr
the Golf Course Architect, the Trade Contractors, or any other persons contrac
directly with the City in connection with the Project.
respective duties and obligations in accordance with their contracts: or
3.
4..
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(
preferred final plan as proposed by the golf course architect, Casper Nash c
Associates and accepted by the City of Carlsbad. Preparation of and revisions
Page 27
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EjGj uu
00 LO -I
3:
205 012 *22 sa 2’ is$&
’$ -I $2 $? 3:
-lo
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AMENDMENT NO. 1 TO AGREEMENT FOR GOLF COURSE
DEVELOPMENT SERVICES FOR THE CARLSBAD CITY GOLF COURSE PROJECT P
This Amendment is entered into and effective as of the 19th day
, 1997, amending the agreement dated March 4, 1997 by and between
City of Carlsbad, a municipal corporation, hereinafter referred to as "City", and Phoenix -
Investments, L.L.C., d.b.a. Raven Golf Management, hereinafter referred to as, "Contractor'
golf course development services for the Carlsbad City Golf Course project, hereinafter refei
to as the "Project."
SEPTEMBER
RE@ITALS
WHEREAS, the initial agreement, dated March 4, 1997 identified a scope
work for golf course development consulting sewices; and
WHEREAS, the parties to this aforementioned agreement desire to alter
scope of work to include conceptual site planning for a meeting facility and conceptual !
planning, preliminary engineering, final design engineering, and project meetings related to
relocation of the City's Police Training Range; and
WHEREAS, a supplemental scope of work and fee schedule have be
negotiated and agreed to between the parties hereto;
NOW, THEREFORE, in consideration of these recitals and the mutual covena
contained herein, City and Contractor hereby agree as follows:
1. Contractor shall provide, or cause to be provided by others, additio
services to include:
. a. Meetina Facm Preparation of site plan studies illustrating build
footprint and associated parking; relationship diagrams illustrating the basic program areas i
..
1
011 It
0 0
22 IPS 7 c u*
Date Date
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporation
only one officer signs, the corporation must attach a resolution certified by the secreta1
assistant secretary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
”
BY
3
9/11
0 0
1 State cf Arizona
) ss
Cbilnty of Maricopa i
On this 28th Day of August, 1997, before me persofiall). appeare
Larry Lippon, whom I know personally, and acknowledged ZkisZ ne
executed the same.
~"""""c~~uu##*~~**~~~ f &%&A c.==;cuL SEK
5 '.<:;?+;? %9!K?PA cogpip/ f ~-~~-,,,,, .;io-e.m-amm-k
I WCLh- ; [SEJL, BLIFF! A. UHER d c,'~a$~~! wa?y P2F;:C - Sa!s DfAr;zopa # Notar- iic
\--1 Mi c.7mT. h!e; Ay. 77, 7gp3 $
e 0
State of Anzona )
)= ACKNOWLEDGMENT
County of Maricopa)
On this 17th day of September, 1897, More me, the undersigned Notary Public, personally appeal
Steven D. Adelson known to me to be the individual who executed the foregoing instrument s
acknowledged the same to be her free act and deed.
My Commission Expires: /q&dUtL!L
Notary
&J-ExMreSAuQ n. tw
e 0
AMENDMENT NO. 2 TO AGREEMENT FOR GOLF COURSE
DEVELOPMENT SERVCES FOR THE CARLSBAD CITY GQLF COURSE PRQJECl
This Amendment is entered into and effective as of the 2s -rq dal
Cclrm &€P-
City of Carlsbad, a municipal corporation, hereinafter referred to as "City", and Phoenix
, 1997, amending the agreement dated March 4, 1997 by and between
Investments, L.L.C., d.ba Raven Golf Management, hereinafter referred to as, "COfltraCtOf
golf course development services for the Carisbad City Golf Course project, hereinafter refe
to as the "Project."
E3€mus
WHEREAS, the initial agreement, dated March 4, 1997 identified a scopi
work for golf course development consulting services; and
WHEREAS, the parties to this aforementioned agreement desire to alter
scope of work to include consulting services for consultation with Federal and State Resoi
Agencies regarding necessary project permit requirements and coordination; and
WHEREAS, a supplemental scope of work and fee schedule have b
negotiated and agreed to between the parties hereto;
NOW, THEREFORE, in consideration of these recitals and the mutual coveni
contained herein, City and Contractor hereby agree as follows:
1. Contractor shall provide, or cause to be provided by others, additic
services to include:
a. Coordination of project permits and approval activities with Federal c
State Resource Agencies required for project permits and approvals. These agencies s
include the United States Army Corps of Engineers, United States Fish and Wildlife Sew
1
9/11>
0 0
California Department of Fish and Game, Regional Water Quality Control Board, and the Ci
Carlsbad as required. Consultant shall attend all meetings with City and/or Resource Agl
personnel as required by the Project, including limited field meetings to refine data
inbormation previously collected on behalf of the City. Consultant shall coordinate reqi
mitigation measures and respond to Resource Agency issues as required.
2. City shall pay Contractor for a01 work associated with Paragraph 1 ab
on a time and materials basis not to exceed $24,000. Contractor shall include costs for
additional work within Contractor's regular monthly invoices for the work under
aforementioned March 4, 1997 agreement with Cjty.
3. All other provisions of the aforementioned agreement entered inti
March 4, 1997, by and between City and Contractor shall remain in full force and effect.
4, All requisite insurance policies to be maintained by the Contractor !
include coverage for the amended assignment and scope of work.
Acknowledged and Accepted:
CITY OF CARLSBAD, a municipal
corporation
By:
Mayor or City Manager
i/lwJfq LI PPCTJ lPWW?Sf, lo IyJy7
(print nameltitle) Date
Attest: h k. R!&d
Aletha L. Rautenkranz, City Clerl By: 50 .+ ign here)
$\t+l7 I ck , 29 1797 Date Date I
2
9/1'
0 0
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant Secretary must Sign for corporation3
only one officer signs, the corporation must attach a resolution certified by the secreta?
assistant secretary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
BY
3
9/11
0 0
State of Arizona )
County of Maricopa)
On this 15th day of October, 1997, before me, the undersigned Notary Public, personally appea
Steven D. Adelson known to me to be the individual who executed the foregoing instrument t
acknowledged the S~UII~ to be her gee act and deed.
My Commission Expires:
)SS. ACKNOWLEDGMENT
Myc4tmMm~Aug. 777 m -
State of Arizona }
County of Maricopa)
On this 15th day of October, 1997, before me, the undersigned Notary Public, personally appear
Larry Lippon known to me to be the individual who executed the foregoing instrument a
acknowledged the same to be her free act and deed.
)ss. ACKNQWLEDGMENT
My Commission Expires: .Z#fiUL q-bCphas4.17t 1m Notary
-
-r
c
-
August 10,1998
Jacobs, Chase, Frick, Kleinkopf & Kelly
Attn.: Robert P. Detrick
1050 17th Street, Suite 1500
Denver, Colorado 80265
RE: CARLSBAD GOLF COURSE DEVELOPMENT CONSULTING SERVICES
Enclosed for your records are copies of the Carlsbad City Council Agenda Bill No.
14,803 and Council Resolution No. 98-266. These documents went before the Carlsbad City Council on August 4, 1998, and approved the assignment of an existing
agreement with Phoenix-95 Investments, L.L.C. (d/b/a Raven Golf Management) to
lntrawest Golf Management, Inc.
Also enclosed for your records is a Certified Copy of the fully executed “Estoppel
Certificate, Consent to Assignment”.
If you have questions regarding the Carlsbad Municipal Golf Course project, or the
assignment of the contract, please contact Mr. John Cahill, Municipal Projects Manager
at (760) 438-1 168 extension 4386.
C*&&,SQSL
KATHLEEN D. SHOUP 7- y):. ,? /‘ i ‘rj J,LLz !.d.-+-&- /yL.z, (<l @,.,F
r, Sr. Office Specialist e,;\ Y I c.22 (3
1200 Carlsbad Village Drive - Carlsbad, CA 92008-1989 * (760) 434-2808
- dL.
5 D m -
2
a 4 z
m
c c Y
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4
-
August IO, 1998
Raven Golf Management
Attn. Steve Adelson and Mickey Williams
2701 East Camelback Road, Suite 201
Phonenix, AZ 851 06-4326
RE: CARLSBAD GOLF COURSE DEVELOPMENT CONSULTING SERVICES
Enclosed for your records are copies of the Carlsbad City Council Agenda Bill No.
14,803 and Council Resolution No. 98-266. These documents went before the
Carlsbad City Council on August 4, 1998, and approved the assignment of an existing
agreement with Phoenix-95 Investments, L.L.C. (d/b/a Raven Golf Management) to
lntrawest Golf Management, Inc.
Also enclosed for your records is a cpy of the fully executed "Estoppel Certificate,
Consent to Assignment".
If YOU have questions regarding the Carlsbad Municipal Golf Course project, or the assignment of the contract, please contact Mr. John Cahill, Municipal Projects Manager
at (760) 438-1 168 extension 4386.
-&@-b Sf
1. r iF1:c KATHLEEN D. SHOUP q:-.l {t -4 .&?C'yn,T7 ,,'j$x,p&b, L .cHW ' f kr ,5. sfpic,L,&/ /V*"AC ,
*,/ Sr. Office Specialist
1200 Carlsbad Village Drive - Carlsbad, CA 92008-1 989 - (760) 434-280E
6 8
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3
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