FIRST AMENDMENT TO DESIGN/BUILD AGREEMENT NO. 10371 (CCS) This First Amendment to Design/Build Agreement No. 10371 (CCS) (“First Amendment”), is entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Hathaway Dinwiddie Construction Company (“Design/Builder”), and is made with reference to the following:
RECITALS
A. On or about September 27, 2018, the City and Design/Builder entered into a Design-Build Agreement No. 10371 (CCS) (“Agreement”) for the design and construction of the City Yards Modernization Project.
B. The City and Design/Builder desire to enter into this First Amendment to establish a Guaranteed Maximum Price (“GMP1”) for the Foundation Only portion City Yards Modernization Project (“GMP1 Scope”) under the terms and conditions set forth herein.
C. The City and Design/Builder agree that notwithstanding anything to the contrary herein, nothing in this First Amendment shall commit the City to pay for or entitle Design/Builder to receive any compensation for the Project other than for GMP1 Scope until such time as the City and Design/Builder agree upon and execute a Second Amendment to establish a Guaranteed Maximum Price (“GMP2”) for the construction portion of the Project (“GMP2 Scope”).
D. The City and Design/Builder understand and agree that “Package A” in this First Amendment is a collective reference to GMP1 Scope and GMP2 Scope (all above ground work not included in GMP1).
TERMS AND CONDITIONS
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. Recitals. The City and Design/Builder agree that the above Recitals are true and correct and incorporated into the terms and conditions of this First Amendment.
2. Construction Documents. A list of Construction Documents for GMP1 Scope is attached hereto as Exhibit A-1. All references in this First Amendment, General Conditions, and General Requirements to the Preliminary Design Documents shall henceforth be understood to refer to the new list of Drawings, Specifications, and Reports attached hereto as Exhibit A-1. The City and DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A 8/27/2019
Design/Builder agree that GMP1 Scope is limited to the Work set forth in the plans and drawings listed in Exhibit A-1.
3. Contract Price. The Contract Price for this First Amendment shall consist of:
(i) the Preconstruction GMP amount previously authorized in the Agreement in the amount of EIGHT MILLION, FIVE HUNDRED SIXTY-TWO
THOUSAND, EIGHT HUNDRED FIFTY-SEVEN DOLLARS ($8,562,857); plus (ii) GMP1 authorized by this First Amendment for GMP1 Scope in the amount of THIRTY-SIX MILLION NINE HUNDRED AND NINETY-NINE THOUSAND, EIGHT HUNDRED EIGHTEEN DOLLARS ($36,999,818).
4. Schedule of Values. The agreed Schedule of Values for GMP1 and GMP1 Scope shall be as set forth in Exhibit D-1.
5. Design/Builder Qualifications. The Contract Price is conditioned on and subject to the Exceptions, Qualifications, Exclusions attached hereto in Exhibit D-1.
6. Construction Schedule. The updated construction schedule is attached hereto as Exhibit C-1.
7. City Representative. Section 1.9 of the Agreement (City Representative) is hereby amended by replacing the name “Rebecca Abano” with the name “Christopher Dishlip.”
8. Construction Contingency. Section 2.4.1 of the Agreement (Design/Builder Contingency) is hereby amended by deleting and replacing the first sentence of the text in Section 2.4.1 with the following sentence:
The Construction GMP shall include a 5% contingency
(Design/Builder Contingency)
Section 2.4.3 of Agreement (City Contingency) is hereby amended by deleting and replacing the first sentence of the text in Section 2.4.3 with the following sentence:
The Construction GMP shall include a 0% contingency (City Contingency)
9. Contract Time. Section 3.3.2 of the Agreement (Construction Phase) is hereby amended by deleting and replacing all of the text in Section 3.3.2 with the following sentence:
Design/Builder shall achieve Substantial Completion of the Work for Package A within One Thousand Two Hundred Fifty (1,250) Days after City’s issuance of a Construction Notice to Proceed.
Notwithstanding anything to the contrary herein, this provision shall only take effect in the event that the City and Design/Builder execute a Second Amendment for GMP2 and GMP2 Scope.
DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A
10. Compensable Delay. Section 3.5.2.1 of the Agreement (Damages to Contractor) is hereby amended by deleting and replacing the first sentence of the text in Section 3.5.2.1 with the following sentence:
Subject to Section 3.5.1 and provided that the City and Design/Builder execute a Second Amendment for GMP2 and
GMP2 Scope, the Contract Price shall be increased by the fixed amount of TWENTY-ONE THOUSAND, TWO HUNDRED
THIRTEEN DOLLARS ($21,213) ("Compensable Delay Rate")
for each Day of extension to the Contract Time for Substantial Completion of the Work that Design/Builder is entitled to be granted under the terms of this Agreement and the General Conditions due to Compensable Delay occurring after execution of this Agreement and prior to Substantial Completion and affecting Substantial Completion of the Work, but only to the extent that the Compensable Delay is not concurrent with (1) an Inexcusable Delay or (2) another Excusable Delay that is not also a Compensable Delay.
11. Liquidated Damages to the City. Section 3.6 of the Agreement (Liquidated Damages to the City) is hereby amended by deleting and replacing all of the text in Section 3.6 with the following paragraph:
IF DESIGN/BUILDER FAILS TO ACHIEVE SUBSTANTIAL
COMPLETION OF THE WORK WITHIN THE CONTRACT
TIME REFERRED TO IN PARAGRAPH 3.3.2 OF THIS
AGREEMENT (AS ADJUSTED BY CHANGE ORDER FOR
EXTENSIONS PERMITTED BY THE CONTRACT
DOCUMENTS), CITY WILL INCUR DAMAGES, THE
AMOUNT OF WHICH WILL BE DIFFICULT OR IMPOSSIBLE
TO ESTABLISH WITH CERTAINTY, INCLUDING BUT NOT
LIMITED TO INEFFICIENCY AND DISRUPTION OF CITY'S
OPERATIONS. THE PARTIES THEREFORE AGREE THAT
FOR EACH DAY PAST THE SUBSTANTIAL COMPLETION
DATE REFERRED TO IN PARAGRAPH 3.3.2 (AS ADJUSTED
BY CHANGE ORDER FOR THE EXTENSIONS PERMITTED
BY THE CONTRACT DOCUMENTS) THAT THE WORK IS
NOT SUBSTANTIALLY COMPLETE, DESIGN/BUILDER
SHALL PAY CITY THE SUM OF FIVE THOUSAND, SEVEN
HUNDRED SEVENTY-FOUR DOLLARS ($5,774) PER DAY
AS LIQUIDATED DAMAGES. THIS SUM REPRESENTS A
REASONABLE EFFORT TO ESTIMATE FAIR
COMPENSATION FOR THE FORESEEABLE LOSSES CITY
WILL INCUR ON ACCOUNT OF DELAYS IN SUBSTANTIAL
COMPLETION OF THE WORK AND IS NOT A PENALTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, THIS PROVISION SHALL ONLY TAKE EFFECT IN
DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A
THE EVENT THAT THE CITY AND DESIGN/BUILDER
EXECUTE A SECOND AMENDMENT FOR GMP2 AND GMP2
SCOPE.
12. Self-Performed Work. Section 4.5.5 of the Agreement (Self-Performed Work) is hereby amended by deleting and replacing all of the text in Section 4.5.5 with the
following paragraph:
No portions of the Work shall be self-performed or proposed to be self-performed by Design/Builder without prior Approval by City, which may be granted or withheld in City’s sole discretion.
Requests for Approval by City of self-performed Work shall be accompanied by documentation demonstrating (i) that
Design/Builder has the capability and experience to self-perform the scope of Work proposed to be self-performed by
Design/Builder and (ii) the cost savings to the Project, as evidenced by, without limitation, competitive prices from at least three (3) trade subcontractors for the scope of Work proposed to be self-performed by Design/Builder and (iii) a proposed lump sum price for Work to be self-performed by Design/Builder.
Submission of a lump sum proposal to self-perform Work
constitutes a representation and binding commitment by
Design/Builder that if requested by City it will perform such Work for the lump sum price proposed. Provided that the City, in its sole discretion, approves the amount as competitive, the Design/Builder may self-perform the cast-in-place concrete portion of the Work for a fixed, lump sum price of Four Million, Four Hundred Nineteen Thousand, Eight Hundred Fourteen
Dollars ($4,419,814); provided, however, that in consideration of the City’s so agreeing, the Design/Builder agrees that
notwithstanding anything else stated in the Contract Documents to the contrary, Design/Builder guarantees that the Costs of Work to complete said portion of the Work shall not exceed the agreed lump sum price set forth herein and that any Costs of Work incurred in excess thereof in performance of the cast-in-place concrete portion of the Work, whether incurred by Design/Builder or others, shall be borne by Design/Builder at its own expense, not as a Cost of Work and shall not be reimbursed in any form by City, including, without limitation, from Contingency. Said guaranteed lump sum price for the cast-in-place concrete portion of the Work shall only be adjusted for deletions or Scope Changes to the concrete portion of the Work authorized by Change Order.
13. Labor Costs. Section 6.1.2 of the Agreement is hereby amended by deleting and replacing the last sentence of the text in Section 6.1.2 with the following sentence:
DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A The cost of those services is estimated to be SIX MILLION, NINE
HUNDRED NINETY-TWO THOUSAND, THREE HUNDRED
THIRTY-SIX DOLLARS ($6,992,336), through the construction phase of City Yards Modernization Project. This amount is included within the General Conditions line item of the Schedule of Values in Exhibit D-1 and includes the time for the key personnel listed in Exhibit B-1 at the updated wage rates spelled out in Exhibit E-1.
Section 6.1.3 of the Agreement is hereby amended by deleting and replacing the first sentence of the text in Section 6.1.3 with the following sentence:
Design/Builder acknowledges and agrees that the amount
authorized for General Conditions in Section 6.1.2 includes taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave and medical and health benefits and shall all be included as part of the fully-burdened updated wage rates spelled out in Exhibit E-1. No additional compensation for these staff members shall be considered.
14. Design/Builder Fee. Section 9.0 of the Agreement (Design/Builder Fee) is hereby amended by deleting and replacing all text in Section 9.0 with the text below:
The Contract Price includes the Design/Builder's Fee. The Design/Builder's Fee (detailed in Exhibit D-1) for the performance of Work includes the following mark-ups for the Construction Phase of the City Yards Modernization Project:
ITEM MARK-UP
All insurance 1.00%
All permit fees 2.95%
Cost(s) of Work performed by the
Design Professionals after GMP
Amendments, reimbursable by
City
2.95%
Cost(s) of Work performed by the
Trade Contractors after GMP
Amendments, excluding all
permit fees reimbursable by City.
2.95%
15. Bonds. Section 12.3.1 of the Agreement is hereby amended by deleting and replacing the first sentence of the text in Section 12.3.1 with the following sentence:
DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A Prior to commencing any construction of the Work,
Design/Builder shall file with City a good and sufficient labor and material payment bond (Payment Bond) and performance bond (Performance Bond) in the amount of no less than THIRTY-SIX
MILLION NINE HUNDRED AND NINETY-NINE
THOUSAND, EIGHT HUNDRED EIGHTEEN DOLLARS
($36,999,818).
16. Notices. Section 16.2 of the Agreement (Addresses) is hereby amended by replacing the name “Rebecca Abano” with the name “Christopher Dishlip.”
17. Familiarity with Project Site Conditions. Section 5.1 of the General Conditions is hereby deleted.
18. Differing Site Conditions. Section 7.6.2 of the General Conditions is hereby amended by deleting and replacing the first sentence of the text in Section 7.6.2 with the following sentence:
Differing Site Conditions are those conditions, located at the Site or in Existing Improvements encountered by Design/Builder that constitute:
19. List of Exhibits. The following list of Exhibits are attached to this First GMP Amendment and incorporated herein and into the Agreement by this reference:
Exhibit 1: Oaks Initiative Disclosure Form dated 04/16/2019 Exhibit 2: Living Wage Ordinance Certification – Not Applicable Exhibit 3: Insurance dated 07/19/2019
Exhibit 4: Performance Bond dated 07/12/2019
Exhibit 5: Prevailing Wage Job Notice and Acknowledgement Forms Exhibit A-1: Construction Documents dated 05/16/2019
Exhibit B-1: Key Personnel – Construction dated 07/01/2019 Exhibit C-1: Updated Project Schedule dated 05/13/2019 & Logistics/Construction Mitigation Impact Plan dated 06/12/2019 Exhibit D-1: Schedule of Values, Qualifications and Exceptions through Construction of underground/foundation work on the City Yards Modernization – Package A dated 06/03/2019
Exhibit E-1: Updated Wage Rates dated 07/01/2019
Exhibit F-1: Sub-contractor Agreement form dated 07/01/2019 ///
DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A
20. Agreement in Full Force and Effect. Except as expressly modified by this First Amendment, all other terms and conditions of the Agreement shall be and remain in full force and effect.
In witness whereof, the City and Design/Builder have executed this First Amendment as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ____________________________
RICK COLE
City Manager
ABC Corporation
#VENDOR
By: ____________________________
DocuSign Envelope ID: 2ED05FCC-BD76-40B0-B5C1-FE39F4E1668A 8/26/2019
Lane Dilg
City Attorney
Hathaway Dinwiddie Construction Company
Sr. Vice President
Rashmi Mehta
8/26/2019
City Manager
Rick Cole
8/27/2019
Denise Anderson-Warren
City Clerk
8/28/2019
Request Date:
Contract Information
10371 (CCS)
Hathaway Dinwiddie Construction Dinwiddie Constru
City Yards ModernizationͲPackage A SP2396
PROPOSED CHANGES:See Exhibit A for details.
Contractor: Contractor's Vendor # 360339
Project: Project #
Project Manager: Sebastian Felbeck Division: Architecture Services City of Santa Monica 4/21/20
CHANGE ORDER
Contract # Change Order (CO) # Council Approval Date: 12/10/19 CHANGE ORDER AMOUNT $
I. CONTRACT SUMMARY
A. Original contract amount: $
B. Previous Change Orders $
C. This Change Order $
D. New contract amount $
II. OFFSITE WORK SUMMARY
(Total cumulative dollar amount of all offsite work may not exceed $100,000) A. Amount of this CO that is for offsite work: $
B. Total cumulative amount of all offsite work after this CO: $ III. SCHEDULE SUMMARY
A. Original contract start date
B. Original completion date
C. Duration of original contract (calendar days)
D. Previously adjusted completion date
E. Number of days the contract will be extended by this CO:
F. The date of Substantial Completion as of this CO:
IV. ACCOUNT ALLOCATIONS
Account Number: $
Account Number: C0105410.689000 $
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Amount of this Change Order: $
0.00 28,100,182.00
73,662,857.00
45,562,675.00
28,100,182.00
C7007720.689000 1,500,000.00
C5104870.689000 650,000.00
C7505410.689000 60,300.00
C5105410.689000 1,084,600.00
C0105410.689720 16,148,100.00
C5005410.689000 7,406,100.00
12/2/2022
1,251,082.00
28,100,182.00
0.00 0.00
7/1/2019
12/2/2022
1250
12/2/2022
0
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Request Date:
Contract Information
10371 (CCS)
Hathaway Dinwiddie Construction Dinwiddie Constru
City Yards ModernizationͲPackage A SP2396
PROPOSED CHANGES:See Exhibit A for details.
Contractor: Contractor's Vendor # 360339
Project: Project #
Project Manager: Sebastian Felbeck Division: Architecture Services City of Santa Monica 4/21/20
CHANGE ORDER
Contract # Change Order (CO) # Council Approval Date: 12/10/19 V. APPROVALS
Date Date
Date Date
Date
OPTIONALͲClient Department Representative
FUNDS AVAILABILITY CERTIFICATION:
Date
#DIVISIONHEAD #PWDIRECTOR
#CLIENTDEPARTMENT
#FINANCE
The signing of a Change Order indicates that the parties have reached a full resolution, settlement and accord, and satisfaction with respect to all claims for cost and extensions of time that were asserted, or that could have been asserted, whether known or unknown at the time of execution of the Change Order, and that are related to the subject matter of the Change Order, including without limitation all claims, costs or damages for delay, disruption, hindrance, interference, extended or extraordinary direct and indirect overhead, multiplicity of Changes, loss of productivity labor or material cost escalations, inefficiency, the "impact" of the Change on the Work, legal expenses, consultant costs, interest, lost profits or revenue, bond or insurance costs, currency fluctuations, changes in taxes or other related claims, costs or damages, and all Compensable Delay costs associated with this change. #PM #CONTRACTOR
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Request Date:
Contract Information
10371 (CCS) 2
Hathaway Dinwiddie Construction
City Yards Modernization - Package A SP2396
PROPOSED CHANGES: See Exhibit A for details.
Project Manager: Sebastian Felbeck Division: Architecture Services City of Santa Monica 9/2/21
CHANGE ORDER
Contract # Change Order (CO) # Council Approval Date: 4/27/21 Contractor: Contractor's Vendor # 360339
Project: Project #
CHANGE ORDER AMOUNT $
I. CONTRACT SUMMARY
A. Original contract amount: $
B. Previous Change Orders $
C. This Change Order $
D. New contract amount $
II. OFFSITE WORK SUMMARY
(Total cumulative dollar amount of all offsite work may not exceed $100,000) A. Amount of this CO that is for offsite work: $
B. Total cumulative amount of all offsite work after this CO: $ III. SCHEDULE SUMMARY
A. Original contract start date
B. Original completion date
C. Duration of original contract (calendar days)
D. Previously adjusted completion date
E. Number of days the contract will be extended by this CO:
F. The date of Substantial Completion as of this CO:
IV. ACCOUNT ALLOCATIONS
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Amount of this Change Order: $
12/2/2022
6,750,869.00
0.00 0.00
7/1/2019
12/2/2022
1250
12/2/2022
0 C0107500.689000 6,350,000.00
C0105410.689000 400,869.00
28,100,182.00
6,750,869.00
80,413,726.00
45,562,675.00
6,750,869.00
+ 0&$**1"(+,"
Request Date:
Contract Information
10371 (CCS) 2
Hathaway Dinwiddie Construction
City Yards Modernization - Package A SP2396
PROPOSED CHANGES: See Exhibit A for details.
Project Manager: Sebastian Felbeck Division: Architecture Services City of Santa Monica 9/2/21
CHANGE ORDER
Contract # Change Order (CO) # Council Approval Date: 4/27/21 Contractor: Contractor's Vendor # 360339
Project: Project #
V. APPROVALS
Date Date
Date Date
Date
OPTIONAL - Client Department Representative
FUNDS AVAILABILITY CERTIFICATION:
Date
#DIVISIONHEAD #PWDIRECTOR
#CLIENTDEPARTMENT
#FINANCE
The signing of a Change Order indicates that the parties have reached a full resolution, settlement and accord, and satisfaction with respect to all claims for cost and extensions of time that were asserted, or that could have been asserted, whether known or unknown at the time of execution of the Change Order, and that are related to the subject matter of the Change Order, including without limitation all claims, costs or damages for delay, disruption, hindrance, interference, extended or extraordinary direct and indirect overhead, multiplicity of Changes, loss of productivity labor or material cost escalations, inefficiency, the "impact" of the Change on the Work, legal expenses, consultant costs, interest, lost profits or revenue, bond or insurance costs, currency fluctuations, changes in taxes or other related claims, costs or damages, and all Compensable Delay costs associated with this change. #PM #CONTRACTOR
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Request Date:
Contract Information
10371 (CCS) 3
Hathaway Dinwiddie Construction
City Yards Modernization - Package A SP2396
PROPOSED CHANGES: See Exhibit A for details.
Contractor: Contractor's Vendor # 360339
Project: Project #
City of Santa Monica 3/7/22
CHANGE ORDER
Contract # Change Order (CO) # Council Approval Date: 10/12/21 Project Manager: Sebastian Felbeck Division: Architecture Services CHANGE ORDER AMOUNT $
I. CONTRACT SUMMARY
A. Original contract amount: $
B. Previous Change Orders $
C. This Change Order $
D. New contract amount $
II. OFFSITE WORK SUMMARY
(Total cumulative dollar amount of all offsite work may not exceed $100,000) A. Amount of this CO that is for offsite work: $
B. Total cumulative amount of all offsite work after this CO: $ III. SCHEDULE SUMMARY
A. Original contract start date
B. Original completion date
C. Duration of original contract (calendar days)
D. Previously adjusted completion date
E. Number of days the contract will be extended by this CO:
F. The date of Substantial Completion as of this CO:
IV. ACCOUNT ALLOCATIONS
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Account Number: $
Amount of this Change Order: $
34,851,051.00
3,300,000.00
83,713,726.00
45,562,675.00
3,300,000.00
C0105410.689720 3,000,000.00
C0104580.689000 200,000.00
01500020.52914C 100,000.00
12/2/2022
3,300,000.00
0.00 0.00
7/1/2019
12/2/2022
1250
12/2/2022
0
DocuSign Envelope ID: 7D119C48-BCFC-45FF-8884-643C23F7D735 Request Date:
Contract Information
10371 (CCS) 3
Hathaway Dinwiddie Construction
City Yards Modernization - Package A SP2396
PROPOSED CHANGES: See Exhibit A for details.
Contractor: Contractor's Vendor # 360339
Project: Project #
City of Santa Monica 3/7/22
CHANGE ORDER
Contract # Change Order (CO) # Council Approval Date: 10/12/21 Project Manager: Sebastian Felbeck Division: Architecture Services V. APPROVALS
Date Date
Sr. Construction Manager HDCC Sr. Vice President
Date Date
Capital Program Manager Director of Public Works
FUNDS AVAILABILITY CERTIFICATION:
Date
Christopher Dishlip Rick Valte
Araceli Esparza
The signing of a Change Order indicates that the parties have reached a full resolution, settlement and accord, and satisfaction with respect to all claims for cost and extensions of time that were asserted, or that could have been asserted, whether known or unknown at the time of execution of the Change Order, and that are related to the subject matter of the Change Order, including without limitation all claims, costs or damages for delay, disruption, hindrance, interference, extended or extraordinary direct and indirect overhead, multiplicity of Changes, loss of productivity labor or material cost escalations, inefficiency, the "impact" of the Change on the Work, legal expenses, consultant costs, interest, lost profits or revenue, bond or insurance costs, currency fluctuations, changes in taxes or other related claims, costs or damages, and all Compensable Delay costs associated with this change.
Sebastian Felbeck Rashmi Metta
DocuSign Envelope ID: 7D119C48-BCFC-45FF-8884-643C23F7D735 3/22/2022 3/22/2022
3/22/2022 3/22/2022
3/31/2022
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