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HomeMy WebLinkAboutPacific Architecture and Engineering; 2017-06-21; GS1563GS1563 City Attorney Approved Version 1/30/13 1 of 5 AMENDMENT NO. 3 TO EXTEND AGREEMENT FOR FARADAY CENTER ROOF REPLACEMENT PROFESSIONAL SERVICES PACIFIC ARCHITECTURE & ENGINEERING This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2019, extending and amending the agreement dated June 21, 2017 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Pacific Architecture and Engineering, a California Corporation, (“Contractor") (collectively, the “Parties”) for continuation of services already under agreement. RECITALS A.On March 13, 2018, the Parties executed Amendment No.1 to the Agreement toalter the scope of work to include structural calculations and reinforcement design for HVAC units and increased the compensation to an amount not to exceed $113,234; and B.On June 21, 2018 (ratified July 18, 2018), the Parties executed Amendment No. 2to the Agreement for a no-cost eighteen (18) month time extension to the Agreement due to administrative delays in gaining approval of the design work; and C.The Parties desire to alter the Agreement’s scope of work to delete HVAC related work; and D.The Parties desire to extend the Agreement for a period of six (6) months endingon May 21, 2020 to complete the roofing work portion of the work; and E.The Parties have agreed to a no-cost time-only extension for Amendment No. 3 tocomplete the scope of services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.That the Agreement, as may have been amended from time to time, is herebyextended for a period of six (6) months ending on May 21, 2020 at no additional cost to the City. 2.That the City Manager or Designee may amend this Agreement to extend it for anadditional one (1) year period or any parts thereof. Extensions will be based on a satisfactory review of Contractor’s performance, City needs, and appropriation of funds by the City Council. The Parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3.That the Contractor has provided some of those services described in Exhibit “A”of the original Agreement, as may have been amended from time to time. With this Amendment No. 3, the total Agreement amount shall remain unchanged and not exceed one hundred thirteen thousand, two hundred thirty-four dollars ($113,234). 4.City will pay Contractor for all work associated with those Services described in DocuSign Envelope ID: EB7978E5-EA1A-4BDD-9F80-7B2E23AECF17 15th October GS1563 City Attorney Approved Version 1/30/13 22 of 5 Exhibit “A” on a time and material basis not to exceed one hundred thirteen thousand, two hundred thirty-four dollars ($113,234). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates and related activities and costs for approval by City. No other compensation for the Services will be allowed except for the items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed $35,000 per Agreement year. 5.Contractor will complete all work described in Exhibit “A” by May 21, 2020. 6.All other provisions of the Agreement, as may have been amended from time totime, will remain in full force and effect. 7.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: EB7978E5-EA1A-4BDD-9F80-7B2E23AECF17 GS1563 City Attorney Approved Version 1/30/13 3 of 5 8.The individuals executing this Amendment and the instruments referenced in it onbehalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California PACIFIC ARCHITECTURE & ENGINEERING, a California corporation By: By: (sign here) For Scott Chadwick, City Manager Jun Fujita Hall, President, CFO (print name/title) ATTEST: By: (sign here) Barbara Engleson, City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: EB7978E5-EA1A-4BDD-9F80-7B2E23AECF17 For GS1563 4 of 5 EXHIBIT “A” SCOPE OF SERVICES Task 1: Preconstruction Services Task 1.1 As-built Conditions Evaluation Review as-built documentation and existing drawings and physically inspect the condition of the building, to understand the current condition of the building structure and roof. Task 1.2 Project Bid Documents Develop technical specifications and construction drawings, following the completion of a design development process that is based on the building evaluation in Task 1.1 above, site inspection work and user group input. Construction drawings shall be submitted to the City for review at 75%, 90%, and 100% completion levels. The drawings shall be submitted electronically in PDF format for initial review by City Project Manager. Once approved, two (2) copies shall be submitted on 24”x36” (“D” size) paper using the City’s title block standards, one of which will be sent out by the City for third party plan check review. Once drawings are approved by City and third party plan check reviewer, a final version, signed on each page by design professional, shall be submitted electronically in PDF format. The City will develop and submit the “front end” (e.g., Invitation to Bid, General Provisions) of the bid document package to the Consultant for review and comment. Technical specification sections in CSI format shall be prepared by Consultant and submitted with 90% and 100% drawing submittals. All specification submittals shall be made electronically in Microsoft Word format, the most current version held by the City. Task 1.3 Probable Construction Cost Estimate Develop an estimate of probable construction cost and identify any recommended refinements or modifications that can be incorporated into the final bid documents to ensure that the project can be constructed within the established budget. Provide this cost estimate with the 75% and 90% construction drawing submission. Prior to final approval of bid documents, update the cost estimate to reflect any changes in cost resulting from design, material or quantity change decisions by the City. Task 1.4 Bidding Phase Provide pre-construction management and administration support services during the project bidding phase, which includes, but is not limited to, pre-bid meeting attendance with city’s Municipal Project Manager, answering questions from bidders as necessary and preparing responses for addenda, and evaluation of contractor bids. Task 2: Construction Services Task 2.1 Contract Administration The Consultant shall be responsible for timely review and return of submittals, shop drawings, Requests for Information (RFI’s), Architect’s Supplemental Instructions (ASI), and shall make periodic site visits during to the course of the work to note progress of the work. DocuSign Envelope ID: EB7978E5-EA1A-4BDD-9F80-7B2E23AECF17 GS1563 5 of 5 Task 2.2 Contractor's Claims and Change Orders Assist the City’s Municipal Projects Manager with negotiating all claims to an agreed contractor/consultant/city conclusion. Prepare written justification and cost estimates for each change order. Prepare design modifications or clarifications, including revisions to the drawings, details, and specifications as may be necessary for any claims, extra work or change orders. Provide support to the city in resolving claims and disputes. This shall include: written responses to Contractors and private parties, giving depositions, assisting with arbitration and litigation, serving as an expert witness, investigating claims for damages by private sources, design services for replacement of damaged work, and services made necessary by Contractor default. Task 3: Project Closeout Prepare a detailed project punch list when the construction work has been substantially completed. Upon correction of deficiencies, schedule, coordinate, and conduct a final walk- through prior to the acceptance of work with the city. Review and certify that the contractor's project as-built drawings are complete and accurate. DocuSign Envelope ID: EB7978E5-EA1A-4BDD-9F80-7B2E23AECF17 RATIFICATION OF AMENDMENT NO. 2 TO EXTEND AGREEMENT FOR FARADAY CENTER ROOF AND HVAC REPLACMENT SERVICES PACIFIC ARCHITECTURE & ENGINEERING GS1563 This Ratification of Amendment No. 2 is entered into and effective as of the £ day of __ __.__.,_....,,..,<-:.,4;-------' 2018, but effective as of the 21 st day of June 2018, extending the agr ment dated June 21, 2017, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Pacific Architecture & Engineering, a California corporation, ("Contractor'') (collectively, the "Parties") for continuation of services due to delays in completing design work in preparation for construction. RECITALS A. On March 13, 2018, the Parties executed Amendment No. 1 to the Agreement to alter the scope of work to include structural calculations and reinforcement design for HVAC units and increase the compensation to an amount not to exceed $113,234; and B. The Agreement, as amended from time to time, expired on June 21, 2018 and Contractor continued to work on the services specified therein without the benefit of an agreement; and C. The Parties desire to extend the Agreement for a period of eighteen (18) months; and D. The Parties have agreed to a no-cost time-only extension for Amendment No. 2 to complete the scope of services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of eighteen (18) months ending on November 21, 2019. 3. That the City Manager may amend this Agreement to extend it for an additional one (1) year period or any parts thereof. Extensions will be based on a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. That the Contractor has provided some of those services described in Exhibit "A" of the original Agreement, as may have been amended from time to time. With this Amendment No. 2, the total Agreement amount shall remain unchanged and not exceed one hundred thirteen thousand, two hundred thirty-four dollars ($113,234). 5. City will pay Contractor for all work associated with those Services described in City Attorney Approved Version 1 /30/13 July 24, 2018 Item #8 Page 5 of 10 I ATTACHMENT A I GS1563 Exhibit "A" on a time and, materials basis not to exceed one hundred thirteen thousand, two hundred thirty-four dollars ($113,234). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. No other compensation for the Services will be allowed except for the items covered by subsequent amendments to thi~ Agreement. If the City elects to extend the Agreement, the amount shall not exceed $35,000 per Agreement year. 6. Contractor will complete all work described in Exhibit "A" by November 21, 2019. 7. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 8. All requisite insurance policies to be maintained by the Contractor pursuant to the - Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill I Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 2 July 24, 2018 Item #8 Page 6 of 10 GS1563 9. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR PACIFIC ARCHITECTURE & :;~N: a California corporation ~'f.re) CITY OF CARLSBAD, a municipal corporation of the State of California By: Matt Hall, Mayor J vt--4, r<A'"J\TA HA-vt-. / rF:t;;"U?eH\ (print name/title)/ ATTEST: By: sign here) f: t..l1\7p.. H: A,\.,'--/ Cf:t> If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Qk~ Deputy City Attorney City Attorney Approved Version 1/30/13 3 July 24, 2018 Item #8 Page 7 of 10 I ATTACHMENT A I GS1563 EXHIBIT ''A'' . . .. SCOPE OF SERVICES Task 1: Preconstruction Services · Task 1.1 As,..built Cbnd1tions Evaluation Review as;_buiit.documentatipn and·existing drawings and physically inspect the condition of the building, to understariq the current condition of the structure, roof and HVAC systems. Task 1.2 . Proied Bid Documents Devefop te:chhical specifications and constrµcfion drawings, folfowing the completion of a design development process that is based on the building evaluation in Task 1.1 above, s1te inspection work and user group input. Construction drawings shal.1 be submitted to the City for review at 75%, 90%, arid 100% completion levels, The drawihg.s shaII be submitted electronically in PDF format for initial r~view by City PrqJect Manager, Once approved, two {2) copies shc:1U be submitted on 24"x36'' ("D'' size) paper using the City'$ title block standards, one ofwhich wR! be. sent out by the City for third party plan check review. Once drawings are approved by City and third party plan check reviewer, a final version; signed on each page by design professfonal, shall be submitted electronfoally in PDF format; · · The Gitywill deveiop and submit thE! "front end" (e.g~. ltivitationto: Bid; Generai Provisions) of the bid qocument packag'e to th~ Constdtant for revlew ahd cpmm~nt. Techniccd specifi.ca.~itiri sections in CSI format shall be prepared by COh$Ultant and submitted with 90% and 100% drawing sµbmittals. AU specification subrnittc,lls shaH be made electronically in Microsoft Word format, the most curtenhietsion held by the City . . Task 1.3 .ProbableConstructionCost Estimate Develop ~n estimate of probable construction cost and ld$ntify any recommended refin~ments or modH'icatlons that can be incorporated into the. final bid document$ to ensure that the project can be constr'Licted wl:thin the established budget. Provide this .cost esfimate With the 75% and 90% construction drawing submission. Prior to finai approvai: of bid documents; update the cost estimate to reflect any changes in co,st re$Olting from de$ig11; material .or quantity change decisions by the City. · · Task 1.4 Bidding Phase , Provide pre .. consfruction management and \administration support services during the project bidding phase., whk:h includes, but is not limited to, pr~bid meeting attendance with dty's Municipal Project Manager; answering questions from bidders as necessary and preparing · resppnses for addenda, and evaluation of contractor bids. Task 2: Constr·uctfon Services Task 2;1. ContractAdniihistrallon The 06i1sultanf shall be responsible for timely. review .and ret1Jtli of submittal$, shop drawings, Requests for lnfonnatlon (RFl's), Architect's Supplemental Instructions (ASl}, and shalf make periodiq site visits d.uring to the cour$e of the workto note p.rogre~i bf the work, 4 July 24, 2018 Item #8 Page 8 of 10 I ATTACHMENT A I GS1563 Task 2.2 . Contractor's Claims arid Change Orders -. Assist the City's Munjcipc\l Projects Manager With negotiating all ch}ims to aJ1 agr~ed contractor/coniwltantlcity co:ncluston. Prepare written Justification E:Jhd cci$t estimates for each change order. Prepare design moditicatibns or clarificafionsi including revisions to the drawings, detaiis; and specir/cations Eis may be necessary for any daiins, extra work or change orders. provide support to the city in resolving clairns and disputes .. This shall include: written responses to Contractors and pr(vate parfies1 gJving depositions, asiistlng with arbltn;tt1qn and Htigationl serving as an expert witness,. investigating claims for damages by private sources, design services. for replaqetnent of clamaged work, and servic~s made necel5sary by Contractor default. Task3: ProjectCloseout .. Prepare a de.tailed ·project punch list when the construttlon work has been substantially· corhpleted. Upon correqUon of defidehcies; st:h~dule1 cootc;lihafo, altd conduct a fiha[ Walk- throµgh prior to the acceptance of work with the city. Rewf$w and certify thatthe contractor's proJect as,-built drawings are complete and accurafo:· July 24, 2018 Item #8 Page 9 of 10 GS1563 AMENDMENT NO. 1 TO AMEND AGREEMENT FOR STRUCTURAL DESIGN SERVICES FOR FARADAY CENTER ROOF AND HVAC REPLACEMENT PACIFIC ARCHITECTURE & ENGINEERING This Amendment No. 1 is entered into and effective as of the \ ~ day of j'/\ :@V CV) , 201&'._, extending and amending the agreement dated June 21, 2017, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Pacific Architecture & Engineering, a California corporation, ("Contractor") (collectively, the "Parties") for develop structural drawings and specifications for HVAC units. RECITALS A. The Parties desire to alter the Agreement's scope of work to include structural calculations and reinforcement design for HVAC units; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed one hundred thirteen thousand two hundred thirty four dollars ($113,234). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed fifteen thousand two hundred ninty three dollars ($15,293). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by June 21, 2018. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill City Attorney Approved Version 1 /30/13 March 13, 2018 Item #4 Page 5 of 8 GS1563 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR PACIFIC ARCHITECTURE & ENGINEERING, a California corporation By: (sign here) 7lTfr HN---L- (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: f JJU M~ Mayor ATTEST: City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:_~_,--~-~--- Deputy City Attorney City Attorney Approved Version 1 /30/13 2 March 13, 2018 Item #4 Page 6 of 8 Attachment 'A' EXHIBIT "A" Scope of Services and Fees Task Outline: Structural Calculations to verify existing gravity framing in place is acceptable to support replacement AC units, and provide details to either reinforce existing framing or to distribute loads out to an acceptable level where capacities have been exceeded. The work will include structural calculations to tabulate additional seismic weight added to the existing building for review by the Owner. An increase in more than 5% of building weight will trigger a seismic retrofit per California Building Code requirements. Seismic retrofit design is excluded from this scope of work. Fee Schedule: Hourly Rate: Hours: Total: Project Manager $171 8 $1,368 Project EnQineer $190 5 $950 Engineer $145 55 $7,975 Jr Engineer $125 40 $5,000 Total Fee: $15,293 City Attorney Approved Version 1/30/13 3 March 13, 2018 Item #4 Page 7 of 8 GS1563 AGREEMENT FOR FARADAY CENTER ROOF AND HVAC REPLACEMENT SERVICES PACIFIC ARCHITECTURE & ENGINEERING TJIS AGREEMENT is made and entered into as of the eJ >t-day of ( \A~ , 20 \/, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and PACIFIC ARCHITECTURE & ENGINEERING, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in architectural design services. B. Contractor has the necessary experience in providing professional services and advice related to architectural design services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ninety-seven thousand nine hundred forty-one dollars ($97,941). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/29/16 GS1563 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an City Attorney Approved Version 2/29/16 2 GS1563 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1 ,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1 ,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase City Attorney Approved Version 2/29/16 3 GS1563 replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Steven Stewart Title Municipal Projects Manager Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. (760) 602-7543 For Contractor Name Jun Fujita Hall Title Project Manager Address 25307 Malibu Road Malibu, California 90265 Phone No. (310) 698-8711 Email jun@pacific-ae.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 2/29/16 4 GS1563 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable City Attorney Approved Version 2/29/16 5 GS1563 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill City Attorney Approved Version 2/29/16 6 GS1563 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR PACIFIC ARCHITECTURE & ENG IN , a California corporation By: (sign here) JuN ~1ttA tli\~L} PF-f6tPPNf (print name/title) By: (sign here) J UN ft-1\!llr fubr=\N I CEo (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: __ ~~==~--~~~~---­ Deputy City Attorney City Attorney Approved Version 2/29/16 7 Exhibit A EXHIBIT "A" SCOPE OF SERVICES Task 1: Preconstruction Services Task 1.1 As-built Conditions Evaluation Review as-built documentation and existing drawings and physically inspect the condition of the building, to understand the current condition of the structure, roof and HVAC systems. Task 1.2 Project Bid Documents Develop technical specifications and construction drawings, following the completion of a design development process that is based on the building evaluation in Task 1.1 above, site inspection work and user group input. Construction drawings shall be submitted to the City for review at 75%, 90%, and 100% completion levels. The drawings shall be submitted electronically in PDF format for initial review by City Project Manager. Once approved, two (2) copies shall be submitted on 24"x36" ("D" size) paper using the City's title block standards, one of which will be sent out by the City for third party plan check review. Once drawings are approved by City and third party plan check reviewer, a final version, signed on each page by design professional, shall be submitted electronically in PDF format. The City will develop and submit the "front end" (e.g., Invitation to Bid, General Provisions) of the bid document package to the Consultant for review and comment. Technical specification sections in CSI format shall be prepared by Consultant and submitted with 90% and 100% drawing submittals. All specification submittals shall be made electronically in Microsoft Word format, the most current version held by the City. Task 1.3 Probable Construction Cost Estimate Develop an estimate of probable construction cost and identify any recommended refinements or modifications that can be incorporated into the final bid documents to ensure that the project can be constructed within the established budget. Provide this cost estimate with the 75% and 90% construction drawing submission. Prior to final approval of bid documents, update the cost estimate to reflect any changes in cost resulting from design, material or quantity change decisions by the City. Task 1.4 Bidding Phase Provide pre-construction management and administration support services during the project bidding phase, which includes, but is not limited to, pre-bid meeting attendance with city's Municipal Project Manager, answering questions from bidders as necessary and preparing responses for addenda, and evaluation of contractor bids. Task 2: Construction Services Task 2.1 Contract Administration The Consultant shall be responsible for timely review and return of submittals, shop drawings, Requests for Information (RFI's), Architect's Supplemental Instructions (ASI), and shall make periodic site visits during to the course of the work to note progress of the work. 8 Exhibit A Task 2.2 Contractor's Claims and Change Orders·. Assist the City's Municipal Projects Manager with negotiating all claims to an agreed contractor/consultant/city conclusion. Prepare written justification and cost estimates for each change order. Prepare design modifications or clarifications, including revisions to the drawings, details, and specifications as may be necessary for any claims, extra work or change orders. Provide support to the city in resolving claims and disputes. This shall include: written responses to Contractors and private parties, giving depositions, assisting with arbitration and litigation, serving as an expert witness, investigating claims for damages by private sources, design services for replacement of damaged work, and services made necessary by Contractor default. Task 3: Project Closeout Prepare a detailed project punch list when the construction work has been substantially completed. Upon correction of deficiencies, schedule, coordinate, and conduct a final walk- through prior to the acceptance of work with the city. Review and certify that the contractor.'s project as-built drawings are complete and accurate. 9