RESOLUTION NO. 2024-199
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AWARDING A PROFESSIONAL SERVICES AGREEMENT TO ROMTEC, INC. TO PROVIDE DESIGN SERVICES AND PRE-ENGINEERED
BULDING MATERIAL KITS FOR THREE BUILDINGS FOR THE VETERANS
MEMORIAL PARK PROJECT, CAPITAL IMPROVEMENT PROGRAM PROJECT NO.4609, IN AN AMOUNT NOT-TO-EXCEED $1,650,995
WHEREAS, the City Council of the City of Carlsbad has determined that it is beneficial to enter into cooperative purcha sing plans or programs, and has authorized the city's participation in several such plans and programs; and
WHEREAS, Carlsbad Municipal Code Section 3.28.100 allows for the city's Purchasing Offi cer to join with other public or quasi-public agencies in cooperative purchasing plans or programs for purchase of goods and/or services by contract, arrangement or agreement as allowed by law and as determined by the Purchasing Officer to be in the city's best inter est; and WHEREAS, the Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner; and WHEREAS, the Veteran s Memorial Park Project is a 91.5-acre park development project located southeast of the Agua Hedionda Lagoon; and
WHEREAS, the design intent is for a family-oriented park with a variety of multi-generational and inclusive amenities incorporated into active and passive recreational elements; and WHEREAS, the City Council approved the Final Veterans Memorial Park Master Plan on July 26, 2022. Staff anticipate returning to the City Council for approval of the park's plans, specifications and contract documents, and authorization to bid the project in fall 2024; and WHEREAS, due to the planned use and the geography of the park, a need was established for two restroom buildings - one on each end of the park, and one service building on the north end of the park; and
WHEREAS, each structure has been carefully designed and coordinated with the surrounding landscape and site design feature s; and
WHEREAS, Romtec is a manufacturer of pre-engineered public recreation structures which offer s a range of modular building s that are pre-engineered and manufactured in a controlled factory environm ent; and delivered to the site as complete units.; and WHEREAS, the city has used Romtec buildings on previous Capital Improvement Program projects and staff has found them to be reliable, durable and a good value; and WHEREAS, staff has been working with Romtec on the design development drawings for these three buildings; and
WHEREAS, by procuring these design services and building material kits utilizing Sourcewell pricing the city will receivi:ta 7% total discount off the standard pricing from Romtec; and WHEREAS, the proposed professional services agreement includes the design services to complete the building construction documents to a 100% level, as a "full sealed plan set," and the fabrication and delivery of pre-engineered building material kits for three buildings for the Veterans Memorial Park Project; and
WHEREAS, the agreement includes an $80,000 cancellation fee for the cost of design services, should the city choose not to proceed with fabrication and delivery of the building material kits; and WHEREAS, Romtec has provided the city with draft building plans, which are not sufficient for securing building permits; and
WHEREAS, to proceed with permitting, Romtec must complete the construction documents to a 100% level, as a "full sealed plan set," and produce them as a deliverable of the professional services agreement ; and
WHEREAS, staff will then apply for building permits and after the building permits are issued, and contingent upon the award of a construction contract for the Veterans Memorial Park Project by the City Council, staff will issue a notice for Romtec to proceed with the fabrication and delivery of the building material kits; and
WHEREAS, the Purchasing Officer has determined that it is in the city's best interest to procure these design services and building kits using the Sourcewell pricing; and WHEREAS, sufficient funding is available in the Veterans Memorial Park Project budget to address this agreement, in an amount not to exceed $1,650,995; and WHEREAS, the City Planner has determined that on June 15, 2022, the Planning Commission adopted Resolution No. 7453, approving a mitigated negative declaration and mitigation monitoring and reporting program , and adopted Resolution No. 7454, approving Conditional Use Permit CUP 2021- 0014, Coastal Development Permit CDP 2021-0052, Hillside Development Permit HDP 2021-0006, and Habitat Management Plan Permit HMP 2021-0006 for Veterans Memorial Park.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows :
1. The above recitations are true and correct.
2. The City Council does hereby authorize and direct the Mayor to execute a professional services agreement {Attachment A) with Romtec, Inc. to provide design services and pre-engineered building material kits for three buildings for the Veterans Memorial Park Project, in an amount not-to-exceed $1,650,995.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 30th day of~, 2024, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA.
NONE.
NONE.
NONE.
SHERRY FREISINGER, City Clerk
(SEAL)
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PR-PSA-24001P
AGREEMENT FOR VETERANS MEMORIAL PARK BUILDINGS DESIGN AND MATERIAL SUPPLY SERVICES ROMTEC, INC.
THIS AGREEMENT is made and entered into as of the ,3\ c::;;\- day of ~ \A. l j . 20~ by and between the City of Carlsbad, California, a municipal corpora10n ("City") and Romtec, Inc., an Oregon corporation, ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in the design and manufacturing of pre-engineered parks buildings.
B. Contractor has the necessary experience in providing professional services and advice related to designing, manufacturing, supplying and constructing buildings and struct ures for parks buildings.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work .
NOW, THEREFORE, in consideration of the se 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 profe ssional 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 profe ssional skill and expert ise.
3. TERM
The initial term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance , City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of thi s Agreement .
5. COMPENSATION
The total fee payable for the Services to be performed during the initi al Agreement term shall not exceed one million six hundred fifty thou sand nine hundred ninety -five dollars ($1,650,995). No other compensat ion for the Services will be allowed except for items covered by subsequent amendments to thi s Agreement. If the City elects to extend the Agreement , the amount shall not exceed one million six hundr ed fifty thou sand nine hundred ninety-fiv e dollars ($1,650,995) for all work and/or Services specified
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in Exhibit "A". 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." The City's acceptance is defined as the City's acceptance of delivered packages, which is subject to the City's right to inspect the goods at the time and place of delivery, and within fifteen {15) business days after delivery. Any items not specifically rejected after fifteen (15) business days will be deemed accepted. Any rejected items will be returned and redelivered by Contractor to the City within seven (7) business days, with no additional cost to the City.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition , repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement- constitute "public works" under California Labor Code section 1720 et seq. and are s~bje~t to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section_ 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performan ce of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registrat ion number .
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner's Procore (www.procore.com} online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow , reducing non-productive activities, reducing rework and decreasing turnaround time s. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training/ tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents throu gh Procore because this platform will be used to submit , track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team member s shall complete a free training certification course located at http:// learn.procore.com/procore-certification subcontractor . The Contractor is responsible for attaining their own Procore support , as needed, either through the on line training or reaching out to the Procore support team . It will be the responsibility of the
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Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps .apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https ://p"lay.google.com/store/apps/details?id=com .procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFls, submittals , schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirement s as may be specified in the contract documents.
8. 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 wil ► 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.
9. 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 subcontra ctor 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.
10. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
11. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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 willful misconduct or negligent act or omission of the Contractor, any
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subcontractor , anyone directl y or indire ctly employed by any of them or anyone for whose acts any of th em may be liable.
If Cont ractor's obligation t o defend, indemnify , and/or hold harmless ·arises out of Contractor's performance as a "design professional" . (as that term is defined under Civil Code sectio n 2782.8), then, and only to the extent required by Civil Code Section ·21·82.8, which is fully incorpo rated herein, Contractor's indemnific ation obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudicatio n by a court of competent jurisdiction. Contractor's liability for such claim, including the . cost to defend, shall not exceed the Contractor's proportionate percentage of fault.
The parties expressly agree that any payment, atto rney's fee, costs or expense City incurs or makes to or on behalf of an injured employe e under the City's self-admini stered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that thi s section will survive the expiration or early termination of this Agreement.
12. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendme nts, insurance against claims .for injuries to persons or damage to property which may arise out of or in connect ion with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontracto rs. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of Californi a'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.
12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount . These minimum amounts of coverage will not constitut e any limitations or cap on Contractor's indemnification obligations under this Agreeme nt. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contract or pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequat e, 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 additiona l insured.
12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, includin g personal & advertising injury , with limit s no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/ location or the general aggregate limit shall be twice the required occurrence limit.
12.1.2 Automobile Liability . (If the use of an automobile is involved for Contractor's work fo r City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limit s as requi red by the California Labor Code. Workers ' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration statin g this.
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12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limit s 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.
12.2 Additional Provisions; Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contai n, the following provisions:
12.2.1 The City will be named as an additional insured ·on Commercial General Liabi_lity_ which shall provide primary coverage to the City.
12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. ••
12.2.3 If Contractor mafntains hig~er limit s .thc!n the minimums shown above, the City requires and will be ent itled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limit s of insurance and coverage will ·be available to the City."
12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled witliout thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement , Contractor will furnish certificates of insurance and endorsements to City.
12.4 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 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.
12.5 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.
13. BUSINESS LICENSE
Contractor will obtai n and maintain a City of Carlsbad Business License for the term of the Agreement , as may be amended from time -to-time.
14. 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 four (4) years from the date of fin a I payment under th is Agreement .
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15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontracto rs pursuant to th is Agreement is the property of City. In the event this Agreement is termin ated, all work product produced by Contractor or its agents, employees and subcontractor s 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.
16 .. COPYRIGHTS
Contractor agrees that all copyrig hts _that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrig hts in favor of City. . •
17. NOTICES
The name of the persons who are authorized to give written notic e or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
For Cit,'.: For Contra ctor:
Name Nick Stu pin Name Travis Olson
Title Parks Planning Manager Title Project Manager
Dept Parks & Recreation Address 18240 N. Bank Road
CITY OF CARLSBAD Roseburg, OR 97470
Address 3096 Harding St. Phone 541-496-3541
Carlsbad, CA 92008 Email travi [email protected]
Phone 442-339-2527
Each party will notify the other immediate ly of any changes of address that would require any notice or delivery to be directed to another address.
18. 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 as required in the City of Carlsbad Conflict of Interest Code.
Yes D No ~
If yes, list t he contact information below for all individuals required to file:
Name Email Phone Number
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19. 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.
20. CALIFORNIA AIR R.ESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs'. ·and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information , please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb .ca.gov/our -work/programs/advanced-clean-fleet s.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibit ing discrimination and harassment.
22. 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 (10) 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.
23. 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 thi s 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.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tenderin g thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work City Attorney Approved Version 5/22/2024
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product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. 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 consid~ration contingent upon, or resulting from, the award or making of thi s 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.
25. 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 anticipat ion of liti gation or in conjunction with litig,!tion . Contractor acknowledges that if a false claim is submitted to City, it fllay 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 submit s a false claim to a public entit y. 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 penaltie s 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.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. 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 thi s 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.
27. 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 .
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28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.
29. 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 provi sions, embody the entire Agreement and under standing 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, modifi ed, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
{signatures on following page}
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30. AUTHORITY
The individuals executing this Agreement and the instrument s 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 .
Executed by Contracto r this-=2=2n=d=----day of _J_u_ly.__ _______ ~• 20.l,L .
CONTRACTOR
Romtec, Inc., a California corpo ration
By:
(sign here)
Ben Cooper, President
(print name/title)
By:
(sign here)
Dayna Lewis, CFO
(print name/title)
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:
ATTEST:
SHERRY FREISINGER, City Clerk
Deputy City Cler
If required by City, proper notarial acknowledgment of execut ion by contractor must be attached . !f..]_ corporat ion. Agreement must be signed by one corporate office r from each of the following two groups.
Group A
Chairm an,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise , the corporat ion must attach a resolution certified by the secretary or assistant secretary under corpor ate seal empowering the offi cer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By: Alli-:,:& WV:
Senior Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
In this document , ("City" ) refers to City of Carlsbad, California, a municipal corporation. ("Contra ctor") refer s to Romtec, Inc. ("Installer " ) is a separate subcontractor of the General Contractor and/or City who will assemble and construct the buildings "A", "B" and "South" based on Contractor 's Design Submitta l Package by using materials provided by Contractor. ("General Contractor") refers to the person or company responsible for overseeing the whole Veterans Memorial Park Construction Project.
1. TASK 1-DESIGN, PRODUCING SERVICES.
Below is an outline .of Contractor's process for designing, producing, and delivering the building kit(s) for buildings A, B and South. No production will begin prior to issuance of final building permit( s), and issuance of Notice to Proceed on Production (NTP) forms by the city. a. Contractor Provides a Quote/Proposal
i. Contractor's Quote/ Proposal will include a Project Inform ation form and proposed payment schedule.
ii. The city will provide Contractor a signed Professional Service Agreement, Project Information Form, and Payment Schedule.
b. Contractor provides Design Submittal package with Full Sealed Plan Set. i. Design Submittal Package should include 100% completed construction document s, including but not limited to:
1. Sealed plan set in 24"x36" size. Preferred scale is 1/ 4" =1' -0" or 1/8" =1'- 0".
a. Title sheet.
b. General notes.
c. Design criteria and code summary.
d. Floor plans.
e. Elevation and sections.
f. ADA clearances and fixture detail s.
g. Details.
h. Finish schedules.
i. Door and window schedules.
j. Foundation plans and detail s.
k. Stru ctural plans and details
I. Roof framing plans, roof plans and roof detail s.
m. Plumbing schedules and plans.
n. Mechanical plans.
o. Electrical schedule and plans.
2. Structural calculations.
3. Product data and cutsheets.
4. Specifications.
5. Warranties .
ii. Contractor provid es th e Design Submittal package in Contractor' s standard electronic submittal format.
iii. The Design Submittal package supersedes the preliminary scope letter .
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iv. The Full Sealed Plan Set will include all relevant calculations, and all architectural, mechanical, structural, electrical, and plumbing plan sheets stamped by an architect or engineer licensed in the state where the project is located. c. City reviews and comments on the Design Submittal package. i. At this time, the Design Submittal package should be provided for review and comment by any other relevant entities, such as an end owner, etc. ii. The city will have 15 days to review and provide comments on the Design Submittal package.
iii. Contractor will have 15 days to revise Design Submittal package per city's review comments.
d. The Building Department reviews and comme-nts on the Contractor plans. i. The Design Submittal package includes final sealed plans intended for review by the local Building Department (or other permitting authority) at this time . ii. Contractor will provide up to five (5) sets of Design Submittal package hardcopy along with an electronic copy.
iii. Contra~tor will respond to City's request to fill out application forms and provide documents required by the permitting authority (the city will be responsible for paying all Building Permit fees).
iv. C_ontractor will revise and resubmit the Full Sealed Plan Set per comments from the City,·relevant entities and permitting authority.
v. • Contractor includes three revisions of the Full Sealed Plan Set in response to the City's comments.
vi. It is estimated that the building department will take 4 weeks for each review.
Contractor will take 2-3 weeks for each review revision. e. The Building Department approves the revised Contractor plans. i. Contractor will provide up to five (5) sets of the final, approved for Design Submittal package hardcopy along with an electronic copy. f. The City will notify Contractor when production may commence. Commencement subjects to approval of the following:
i. City Council's Approval of the Veterans Memorial Park project 's public bidding and construction.
ii. The city issuance of Notice to Proceed on Production (NTP) forms. Contractor cannot begin production without a signed NTP form.
iii. Contractor will complete production / manufacturing of the building package per the final approved plans.
g. With the City's permission, Contractor delivers the completed building package. i. Contractor will coordinate with the city to decide when to palletize and ship the completed building package, and then coordinate with the city to deliver the package to the jobsite for construction by the Installer. The delivery schedule shall be established on or about the time that the City provides Notice to Proceed on Production, which shall be provided no later than June 2025. The delivery time is no later than January 2026.
ii. Contractor's warranty period will begin in October 2026. h. During bidding and construction phase of the project, Contractor will respond to RFI (Request for information) and will review Submittals from Installer or General Contractor with no additional cost.
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2. TASK 2- MATERIALS SUPPLY
Contractor will include all materials as outlined below in a packaged building kit in staged pallet s based on when the materials are needed based on the order of construction . Scope shall include all material s in the building kits as listed in the Final Sealed Plan Set and/or any subsequent revisions and requirement s associated with the Building Permit Approval Process. The quantity of supplied material s will be based on the final sealed Contractor plan set approved for constru ction by the Building Department.
1. For Building A:
a. Structure
The following components will be provided by the Contractor:
i. Concrete Masonry Units - CMU
l. Exterior and interio r walls will be constructed of smooth -face, mortar joint, concrete masonry units (concrete blocks).
2. Block color will be gray.
ii. Exterior accent sidings shall be "Princeton" thin stone veneer, or other type of thin stone veneer approved by the City. And Hardie Artisan shiplap siding panels per drawings.
iii. Furring strips.
iv. Glasliner RFP.
v. Interior office and IT room ceiling to have Eco Touch Batt insulati on. vi. EnergyShield continuous wall insulation for interior office and IT room. vii. Doors, frames, and hardwar e.
l. Steelcraft F16 Gauge frame s are powder coated black with undercoating.
2. Steelcraft SL18 double door located on the storage room are powder coated black with undercoating.
3. Hager stainless steel, ball bearing hinges.
4. LCN extra heavy-duty door closers.
5. Schlage ND Series Grade 1 lever lock with latch guard.
6. Schlage Grade 1 lock for restro oms.
7. Restroom doors shall have inter connected lock with occupancy indicator and one-way deadbolt lock.
Note: Schlage Grade Level 1 lock sets and 6-pin hardware. Keying to be done by city contracted locksmith .
8. Restroom doors to have louvered door vents.
9. NGP Neoprene Door sweep for all doors.
10. Hager magnet locks.
11. Hager exit switch .
12. Hager PIR egress sensor.
13. Hager locking devices.
14. Other door installation accessories, include but not limit ed to door clip, jamb, astragal, etc.
viii. Rolling Counter Door System Series 651 stainl ess steel roll -up concession window.
QuikServ Custom SCT model self-closing window with sliding glass and mesh screens. Stainless steel counter.
ix. Counter located in the concession room.
x. Planter wall with water proofin g, drain and cedar bench per Contractor drawing s. xi. Roofing materials
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1. Glulam beams.
2. 2x6 tongue and groove decking.
3. Hardie Shiplap soffit finish .
4. Velux Skylight.
5. Extension shall be steel I columns with glulam beams.
6. All exposed steel . components are powder coated black with undercoating .
7. Roofing will be Fa bra I Stand 'n Seam, roof panels with exposed fasteners, color to be Charcoal.
8. Fabral high-temperature underlayment peel & stick ..
9. Dektite Pipe flashings.
10. Gable fascia, extension purlins, rim board, rafter , eave blocking, soffit blocking.
b. Plumbing Fixtures
The following components will be provided by the Contractor:
i. Penal-Ware 1675 Wall mount stainless steel toilets . ii. ProFlo Commercial Toilet Seat.
iii. Sloan 111-1.28 high efficiency manual lever flush valv~s. iv. Dura-Ware wall mount stainless steel ADA Compliant sinks. v. Chicago Faucets deck mounted single, push button faucets. vi. Moen Wall mount , stainless steel hand wash sink and Moen single-handle lavatory faucet located in the concession room and mechanical room . vii. Regency table with adjustable flanged foot, stainless steel 3-bay utility sink, pre rinse faucet, T&S 061x Swing Nozzle, pre-rinse add-on faucet and lnsinkerator garbage disposal.
viii. Mustee mop sink with faucet, hose, hose holder, wall guard, Mop faucet mounting bracket located in the mechanical room .
ix. Woodford Model B67 wa ll hydrant and Model 24 wall Faucet. x. Proflo PF200 Series trap covers.
c. Electrical Fixtures
The following components will be provided by the Contractor :
i. Lithonia WF6 LED.
ii. Lithonia CVST vapor tight LED strip light.
iii. Acuity Controls WVR PDT 16 wide view sensors.
iv. Nlight Nio pc Kit Outdoor Photocell, nPODMA switches, Npp16 EFP Power/Relay Pack and nDTC touch screen.
v. Sensor Switch WSXA wall switch sensor.
vi. lntermatic digital in-wall timers.
vii. AO Smith ProMax ENT-SO water heater.
viii. Panasonic roof mounted, mini-split system to serve Office room s only. ix. Mechanical exhaust package with S&P in line fans.
x. Thru-wall, FastAire hand dryers.
xi. Global Industrial Air Curtain.
xii. Main breaker panel sized for the building components.
1. Siemens, 200 amp, three -phase, indoor.
2. NEMA4x
d. Accessories
The followin g components will be provided by the Contractor:
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i. Bradley heavy-duty stainless-steel grab bars with concealed mounting in restrooms.
ii. Bradley stainless-steel baby changing station .
iii. Restroom signage per California code requirements. iv. Bradley Surface mount, 18" x 36" mirrors with stainless steel frame .
2. For Building B:
a. Structure
The following components will be provided by the Contractor:
i. Concrete Masonry Units - CMU
1. • Exterior and interior walls will be constructed of smooth-face, mortar • joint , concrete masonry units (concrete blocks).
2. Block color will be gray.
ii. Exterior accent sidings shall be "Princeton" thin stone veneer, and Hardie Artisan shiplap siding panels per drawings.
iii. Furring strips.
iv. Wire weave vents for natural ventilation .
1. Vents are powder coated black with undercoating .
v. Doors, frames, and 'hardware.
1. Steelcraft F16 Gauge frames are powder coated black with undercoating.
2. Steelcraft SL18 double door located on the storage room are powder coated black with undercoating.
3. Hager stainless steel, ball bearing hinges.
4. LCN extra heavy-duty door closers.
5. IVES manual flush bolts.
6. Schlage ND Series Grade 1 lever lock with latch guard.
Note: Schlage Grade Level 1 lock sets and 6-pin hardware. Keying to be done by city contracted locksmith.
7. NGP Neoprene Door sweep for all doors.
8. Hager latch protection plate.
9. Overhead door 620 roll-up utility door located on golf cart and equipment storage room.
10. Overhead upward-coiling security grilles.
11. Other door installation accessories, include but not limited to door clip, jamb, astragal, etc.
vi. Wing wall with steel I-beam and stone per drawings. vii. Roofing materials
1. Glulam beams
2. 2x6 tongue and groove decking.
3. Hardie shiplap soffit finish.
4. Roofing will be Fabral Stand 'n Seam, roof panels with exposed fasteners, color to be Charcoal.
5. Fabral high-temperature underlayment peel & stick.
6. Gable fascia, extension purlins, rim board, rafter, eave blocking, soffit blocking.
b. Plumbing Fixtures and Accessories
The following components will be provided by the Contractor:
i. Woodford Model B67 wall hydrant and Model 24 wall Faucet.
City Attorney Approved Version 5/22/2024
Docusi gn Envelope ID: 2A 1 B0649-A41 E-49BC-BBD1-85 B 12420CE06 PR-PSA-24001P
c. Electrical Fixtures
The following components will be provided by the Contractor :
i. Lithonia WF6 LED.
ii. Lithonia CVST vapor tight LED strip light.
iii. Acuity Controls WVR PDT 16 wide view sensors.
iv. Nlight Nio pc Kit Outdoor Photocell, nPODMA switches, Npp16 EFP Power/Relay Pack and nDTC touch screen.
v. Sensor Switch WSXA wall switch sensor.
vi. lntermatic digital in-wall timer s.
vii. Main breaker panel sized for the building components.
1. Siemens,·200 amp, three-phase , indoor.
2. NEMA 4x
3. For Building South:
a. Structu re
The following components will be provided by the Contracto r:
i. Concrete Masonry Units - CMU
1. Exterior and interior walls will be constructed of smooth-face, morta r joint , concrete masonry units (concrete blocks).
2. Block color will be gray.
ii. Exterior accent sidings shall be "Princeton" thin stone veneer, and Hardie Art isan shiplap siding panels per.drawings.
iii. Doors, frames, and hardware .
1. Steelcraft F16 Gauge frame s are powder coated black with undercoating.
2. Steelcraft SL18 double door located on the storage room are powder coated black with under coating.
3. Hager stainless steel, ball bearing hinges.
4. LCN extra heavy-duty door closers.
5. IVES manual flush bolt s.
6. Schlage ND Series Grade 1 lever lock with latch guard.
7. Schlage Grade 1 lock for restroom s.
8. Restroom doors shall have interconnected lock with occupancy indicator and one-way deadbolt lock.
Note: Schlage Grade Level 1 lock sets and 6-pin hardware. Keying to be done by city contracted locksmith.
9. Restroom doors to have louvered door vents.
10. NGP Neoprene Door sweep for all doors.
11. Hager magnet locks.
12. Hager exit switch .
13. Hager PIR egress sensor.
14. Hager locking devices.
15. Other door installation accessories, include but not limited to door clip, jamb , astragal, etc.
16. Overhead upward -coiling security grilles.
iv. Roofing materials
1. Glulam beams.
2. 2x6 tongue and groove decking.
3. Hardie Shiplap soffit fini sh.
4. Velux Skylight.
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5. All exposed steel components are powder coated black with undercoating.
6. Roofing will be Fabral Stand 'n Seam, roof panels with exposed fasteners, color to be Charcoal.
7. Fabral high-temperature underlayment peel & stick.
8. Dektite Pipe flashings.
9. Gable fascia, extension purlins, rim board, rafter , eave blocking, soffit blocking.
b. Plumbing Fixtures and Accessories
The following components will be provided by the Contractor:
i. Penal-Ware 1675 Wall mount stainless steel toilets.
ii. ProFlo Commercial Toilet Seat.
iii. Sloan 111-1.18 high efficiency manual lever flush valves. iv. Dura-Ware wall mount stainless steel ADA Compliant sinks. v. Chicago Faucets deck mounted single, push button faucets. vi. Mustee mop sink with faucet, hose, hose holder, wall guard, Mop faucet mounting bracket located in the mechanical room.
vii. Woodford Model B67 wall hydrant and Model 24 wall Faucet. v111. Proflo PF200 Series trap covers.
c. Electrical Fixtures
The following components will be provided by the Contractor:
i. Lithonia WF6 LED.
ii. Lithonia CVST vapor tight LED strip light.
iii. Acuity Controls WVR PDT 16 wide view sensors.
iv. Nlight Nio pc Kit Outdoor Photocell, nPODMA switches, Npp16 EFP Power/Relay Pack and nDTC touch screen.
v. Sensor Switch WSXA wall switch sensor.
vi. lntermatic digital in-wall timer s.
vii. AO Smith ProMax ENT 50 water heater.
viii. Mechanical exhaust package with S&P in line fans. ix. Thru-wall, FastAire hand dryers.
x. Main breaker panel sized for the building components.
1. Siemens, 200 amp, three-p hase, indoor.
2. NEMA 4x
d. Accessories
The following component s will be provided by the Contractor:
i. Bradley heavy-duty stainless-steel grab bars with concealed mounting in restroom s.
ii. Bradley stainle ss-steel baby changing station .
iii. Restroom signage per California code requirements. iv. Bradley Surface mount, 18" x 36" mirror s with stainle ss steel frame.
3. TASK 3 - DELIVERY, STORAGE AND HANDLING
a. Delivery Vehicle Size
i. Contractor' s delivery vehicles are vans or tru cks with 53' trailer s, or the largest trailer up to 53' that is legally allowed to access the job site. Overall dimensions of the delivery vehicles are:
1. 70' overall length
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2. 102" wide
3. 168" high
b. Number of Deliveries
PR-PSA-24001P
i. Prior to deliveries, freight schedule should be coordinated between Contractor and City. Contractor bases its freight quote on the optimal minimum number of deliveries.
ii. Regardless of the number of deliveries, the city is responsible for all offloading and related costs.
c. Delivery inspection
i. Contractor allows for five (15) business days for the City to inspect and accept the delivered building package.
ii. Any items not specifically rejected after fifteen business days are considered accepted.
iii. For items not accepted by the City, Contractor should have the item s returned and redelivered within (7) days with no additional cost to City. d. Warranty
i. Contractor warranty is attached as Exhibit 1.
ii. Other products' warranties will be included in Design Submittal Package by Contractor.
e. Disclaimers
i. Stone and mineral products such as tile, stone veneer, and concrete will all show surface cracks over time due to multiple factors, including building settling, wall movement , environmental conditions, and maintenance/upkeep (or lack thereof) . Contractor cannot guarantee that stone products in the building will not eventually crack. Repairing of cracks in stone products is a maintenance issue, not a warranty issue. In other words, stone products in the building may eventually crack, and repair of these cracks is not covered under the Contractor warranty . ii. Contractor passes along the manufacturer's warranty for metal roofing. Most metal roofing manufacturers intend for their roofing to be installed immediately upon delivery from the factory; otherwise, most have special storage requirements to validate their warranty. All project circumstances are different, and because Contractor cannot guarantee that metal roofing is installed within the timeframe allowed from the manufacturer or that the metal roofing will be stored at the jobsite according to the manufacturer 's requirement s, Contractor does not include metal roofing in the overall Contractor building warranty. iii. Smooth face CMU block can have a significant variation in color and texture and should never be used as an architectural fini sh. Smooth face CMU block should always be either painted or have siding covering it. Contractor does not guarantee uniform color or texture of block, nor claim that any aspect of block color or texture will remain stable over time.
iv. Most HVAC equipment manufacturers (heat pumps, air conditioners, heaters, etc.) require installation by a factory certified technician to engage their warranty. The Installer will need to demonstrate installation was completed per manufacturer requirements to make a valid warranty claim for HVAC equipment .
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EXCLUSIONS
4. SCOPE OF SUPPLY AND SERVICES BY OTHERS
a. Overview
The following section includes an overview of items to be provided by others that are required to complete the installation of the Contractor building package. i. Items in this section are typically provided by the Installer, or, for project s where the Installer is separate subcontractor of the general contractor and/or City, some items are typically provided the General Contractor.
ii. The items below are separated into Installer items and General Contractor items.
If the Installer and General Contractor are the same entity, then that entity is responsible for all items in this section.
b. Installer Scope
The Installer 's scope will generally consist of foundation/pad construction and building package assembly/construction.
i. Structural
The following structural components will be provided by the Installer:
1. All materials , equipment and labor for footings and interior slabs.
2. Backer board.
3. Hold down, if needed.
4. Interior wall finish to be latex epoxy paint by Sherwin Williams , semi gloss, Patience SE 7555 color supplied by Installer.
5. Hardie Artisan shiplap paint.
6. Interior Gypsum board ceiling and wall finish in office and IT rooms only supplied by Installer.
7. Caulking.
8. Epoxy floor finish to be Dex-O-Tex Decor-Flor as manufactured by Crossfield Products Corp with cove base integral with floor supplied Installer.
9. Masonry (concrete) grout and rebar.
10. Cement and mortar.
11. The Installer may be required to notch CMU block for bond beams, cut full blocks to create half blocks and grind blocks for fixture mounting purposes. The Installer is responsible for any CMU block modification work.
12. The Installer may be required to cut stone veneer to achieve the required shapes necessary for installat ion. The Installer is responsible for any additional stone veneer work required.
13. Sealant for all exposed wood.
14. Clear coat for ceiling deck.
15. Typical fasteners such as nails, staples, and screws, and any other fasteners not included in product packaging.
16. Exterior and interior anti-graffiti coating.
17. Recessed shelves/cabinet s to be supplied by Installer.
18. Block for stem wall if adopt CMU stem wall option.
19. Floor vapor control, vapor barrier.
20. Building paper.
21. Silicon at the edges of the lock box.
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22. Self-leveling polyurethane sealant fill.
ii. Plumbing
The following plumbing components will be provided by the Installer.
1. Plumbing rough-in, installation and trim within 10' of the building footprint will be by the Installer.
2. All water and sewer piping and floor drains within the building footprint are provided by the Installer.
3. Wall hanger for toilets.
4. Cleanouts.
5. Trap priming valve & piping to all floor drains.
iii. Electrical
The following electrical components will be provided by the Installer.
1. Electrical rough-in, installation and trim within 10' of the building footprint will be by the Installer.
2. All switches and outlets that are not included with electrical products are provided by the Installer.
3. Electrical conduits to be surface mount galvanized ridged by Installer.
4. All electrical outlets are supplied by Installer.
5. Grounding and bonding.
iv. Other materials, equipment, and services
The following materials, equipment, and services are provided by the Installer.
1. Building package installation
2. All other items within the building footprint indicated on final plans or required by building codes to complete installation of the building package which are not specifically stated as supplied by General Contractor or by others.
3. Exterior park signs on the building wall.
4. Specialty too ls including rivets guns and/or bending tools for metal roofing.
5. Installer to install restroom dispensers.
c. General Contractor Scope
The General Contractor's scope will generally consist of site preparation and grading, excavation for structures, backfill and/or structural backfill, and any site work or utility work outside the building package footprint.
i. Structural
The following items relative to the structural components will be supplied by the General Contractor :
1. All materials, equipment and labor for exterior slabs and sidewalks.
2. Design and supply of gutters and downspouts is by the General Contractor or others. Contractor can show basic gutters and downspouts on the plans.
ii. Plumbing
The following plumbing components will be provided by the General Contractor .
1. Incoming plumbing utilities to within 10' of the building exterior will be by the General Contractor.
2. All water and sewer piping, drains, and valves external of the building footprint are provided by the General Contractor.
iii. Electrical
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The following electrical components will be provided by the General Contractor .
1. Incoming electrical utilitie s to with 10' of the building exterior are provided by the General Contractor.
2. Electrical meter base and meter are provided by the General Contractor. iv. Other materials, equipment, and services
The following materials, equipment, and services are provided by the General Contracto r.
1. Site grading and/or asphalt paving
2. Masonry pavers
3. Branch circuit breakers
4. Fire alarm & fire suppression equipment
5. Gutters and downspouts
6. Lighting equipment not attached to the building
7. Backflow check valves & drain valves
8. Freeze protection
9. Landscaping and irrigation
10. Special inspection services
11. Permits and fees
12. Site plans
13. Geotechnical reports
d. Delivery, Storage, and Handling
i. The Installer and/or General Contractor will be responsible for all equipment and labor required for off-loading of the delivered building package onsite. This includes providing appropriate equipment, including but not limited to a forklift with minimum 8,000 lb. capacity and 6 ft. fork extension. ii. Installer or General Contractor shall comply with all handling instru ctions and recommendation s provided by Contractor.
iii. The Installer and/or General Contractor will assume responsibility for adequate protection of delivered materials from weather, damage, and pilferag e or all warranties, expressed or implied may be voided.
iv. Do not throw away the Operations & Maintenanc e manuals that are provided by some manufactur ers in their product packaging. It is the responsibility of the Installer and/or General Contractor to collect and maintain these manuals unti l delivered to the city.
e. Contractor - General Exceptions/Exclusions
The following are items that Contractor does not provide as part of its standard products and services.
i. Site visits by Contractor staff are not included in the proposal.
Note: If site visits are required, Contractor will issue a change order. ii. Unless othe rw ise st ated, Contra ctor is not proposing to meet any Buy America standard for materials.
iii. Contractor's proposed building design is based on the follow ing standard design loads. These standard design loads are typi cal for many locations. Local design loads specific to this project may require changes to the building design, which may result in a price increase due to increased material costs.
1. Roof Snow Load: 0 psf
2. IBC Seismic Design Category: D
3. Design Wind Speed: 96 mph
4. Allowab le Soil Bearing: 1500 psf
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5. Occupancy Type: "U" for Building Band Building South, "Mixed use" for Building A.
6. Type: VB
iv. Any site utility sizing shown on the Contractor plans is based on design criteria provided by others. Site utility sizing must be confirmed by the city. Contractor is not responsible for determining or confirming site utility sizing. v. To ensure timely delivery of the building package amid ongoing and industry -wide disruptions to shipping, parts/materials availability , and lead time s, Contractor reserves the right make equivalent or better substitutions at any time for any components that are not specifically required to match an exact brand/model.
Equivalent or better substitutions requires City's written approval. vi. Contractor does not provide LEED/Green submittals as a standard service.
Contractor can assist in providing documentation for product s that may meet LEED/Green standards, but Contractor does not provide or fill out LEED credit forms. Unless specifically included in Contractor's proposal and quote, Contractor does not supply materials with the intent of meeting LEED standards. Any changes due to LEED or Green building requirements will result in a change order and increased lead times.
vii. Any CMU block plan(s) provided by Contractor are only accurate if Contractor supplies the CMU block. Contractor to provide CMU manufacture and block model information in the Design Submittal package.
viii. All steel fabrication work is performed by qualified fabricator s in conformance with engineered drawings. Contractor does not offer third party certification or inspection of steel fabrication work .
Note: scope of work is based on Contractor's acceptance of the Terms and Conditions of the City of Carlsbad Professional Service Agreement. Terms and Conditions of the City of Carlsbad Professional Services Agreement supersede other Terms and Conditions provided by the Contractor.
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Docusign Envelope ID: 2A 180649-A41E-49 BC-BBD1-85B12420 CE06 PR-PSA-24001P
FEE SCHEDULE
Building Description Extended Price
North Building A - "Design & Supply ONLY" per City of Carlsbad $813,334.15 Signed Submittal Approval received 3/31/2024 and changes received 4/30/2024
North Building B - "Design & Supply ONLY" per City of Carlsbad $243,985.87 Signed Submittal Approval received 3/31/2024
South Building - "Design & Supply ONLY" per City of Carlsbad $466,129.15 Signed Submittal Approval received 3/31/2024 and changes received 4/30/2024
Sourcewell Discount 5.00%: Available only to members of $(76,172.26) Sourcewell
Sourcewell "Multiple Buildings" Discount 2.00%: Additiona l 1% $(30,468.98) discount for each additional building (i.e. 3 buildings = Additional 2% discount)
Romtec Inc. Supply Subtotal $1,416,807.72
Estimated Tax Based on Rate of: 7.75% $109,802.60
Estimated Freight/Packaging to: Carlsbad, CA $29,103.00 Subtotal $1,555,713.31
Cont ingency $95,281.69
Romte c Inc. Purchase Order Total: $1,650,995 .00
*Sourcewell Contract No. 081721-RMT
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PAYMENT SCHEDULE
A 8 C D E G H
mM I DESCRJmoN OF WORK SOiEDULED WORK COMPLETED TOTAL % BALANCE NO. VALUE FROM PREVIOUS THIS PERIOD COMPLETED IG/Cl TO
SuPllfy • North 8ulldl119 A
002 Production and Delivery of Building Authorized $ 163,000.00 $ 0% $ 163,000.00 003 Manufacruring at Romtec fKilities (monthly progress) $ 570,000.00 $ 0% $ 570,000.00 004 Delivered $ 80,334.15 $ 0% $ 80,334.15
005 Sourcewell DiscolJnt $ (40,666.71) $ 0% $ (40,666.71) 006 Multiple Bulldlngs Discount $ (16,266.68) $ 0% $ (16,266.68) 007 fn,lght $ 15,000.00 $ 0% $ 15,000.00
008 Sales Tax $ 58,621.05 $ O'lll $ 58,621.05
SuePIY • North lulldlng 8 .
010 Production and OeUvery of Building Authorized $ 50,000.00 $ O'M> $ 50,000.00 Oil Manufacruring at Romtec facilities (monthly progress) $ 170,000.00 $ 0% $ 170,000.00 012 Deliffled $ 23,985.87 $ 0% $ 23,985.87
013 Sourcewell Discount $ (12,199.30) $ 0% $ (12,199.30) 014 Multlple Buildings O!scount $ (4,879.72) $ O'lll $ (4,879.72) 015 Freight $ 4,103.00 $ O'lll $ 4,103.00
016 Sales Tax $ 17,585.28 s 0% $ 17,585.28
Supply • 5outll lulldlng
018 Production and Del1very of Building Authorized $ 95,000.00 $ 0% $ 95,000.00 019 Manufacruring at Romtec facilities (monthly progress) $ 325,000.00 $ . O'M> $ 325,000.00 020 Delivered $ 46,129.15 $ O'M, $ 46,129.15
021 Sourcewell Discount $ (23,306.46) $ 0% $ (23,306.46) 022 Multiple Bulldlngs Dlsco\Jnt $ (9,322.58) $ O'lll $ (9,322.58) 023 Freight $ 10,000.00 $ O'M> $ 10,000.00
024 Sales Tax $ 33,596.26 $ 0% $ 33,596.26
Change Orden
GRANO TOTALS I 1555 713.31 I . 5 . I . (I'll,
'
1 555 713.31
• Contractor cannot start the first invoice before commencing of building material production . • The city wi ll notify Contractor when production may commence. Commencement subject to approval of the following :
• City Council's Approval of the Veterans Memorial Park project 's public bidding and construction.
• The city issuance of Notice to Proceed on Production (NTP) form s. Contractor cannot begin produ ction without a signed NTP form .
• Contractor will complete production/manufacturing of the building package per the final approved plans.
• The City shall provide Notice to Proceed on Production no later than June 2025. • Contractor will invoice month ly for work completed related to all payment milestones above. • All payments are due net 30 days upon receipt of invoice. • Contractor reserves the right to require receipt of payment for the current milestone before proceeding with the next milestone.
• Payment obligations are not contingent upon customer receipt of payment from any externa l entity nor per the terms of any external agreement .
• The City reserves the right to withhold a ten percent (10%) retention until City's acceptance. • City shall accept delivery of the completed building packages as per the mutually agreed delivery schedule that is established on or about the same time that the City provides Notice to Proceed on Production . In the event that the City delays delivery for any reason, Romtec shall store the completed building packages for up to thirty (30) days after the agreed date at no charge. After thirty (30) days of storage, Romtec shall be allowed to charge for storage of the completed building packages at a maximum rate of $600 per month for up to sixty (60) additional days. Upon City Attorney Appro ved Version 5/22/2 024
Docusign Envelope ID: 2A 180649-A41E--49BC-BBD1-85812420 CE06 PR-PSA-24001P
Romtec storing the completed building packages for ninety (90) days after the agreed delivery date, the City shall be required to accept delivery and find its own means of storage if the City is still not ready to install the building packages.
CANCELLATION
The City at its sole discretion may elect to cancel this agreement in accordance with paragraph 23. If City elects to cancel this agreement after the signed Professional Services Agreement is executed and the Design Submittal Package with Full Sealed Plan Set is in progress oris fully completed , the city will pay the $80,000 cancellation fee. The partially or fully completed Design Submittal Package with Full Sealed Plan Set will then become the property of the City of Carlsbad and cannot be used by Contractor or others.
If City elects to cancel thi s agreement after Notice to Proceed on Production: Contractor · will stop .' produc.tion immediately. The city will pay the invoices for work completed before the Cancellation Request, minus any surplus/salvage value Contractor is willing to offer the City of Carlsbad whereby those material s can be utilized on another Contractor's proj ect. Freight/Packaging charges will not be applied to material s not shipped. Design Submittal Package with Full Sealed Plan Set will then become the property of the City of Carlsbad and cannot be used by Contractor or others .
City Attorney Approved Version 5/22/2024