HomeMy WebLinkAboutAgreement A-14-736-2 with Kitchell CEM Inc..pdf1
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SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT (Second Amendment) is made and
entered into this _______ day of _________________, 2021, by and between the County of
Fresno (OWNER or COUNTY) and Kitchell Capital Expenditure Managers, Inc.
(CONSULTANT).
W I T N E S S E T H:
WHEREAS, the COUNTY and CONSULTANT entered into an Agreement dated
December 16, 2014 identified as Agreement No. 14-736, incorporated herein by reference (the
Agreement), for CONSULTANT to provide construction management services for the West
Annex Jail project; and
WHEREAS, the COUNTY and CONSULTANT entered into the First Amendment to the
Agreement dated August 4, 2020 identified as Agreement No. 14-736-1, incorporated herein by
reference (First Amendment), which provided for an increase of $579,739 to the maximum
Extra Services compensation amount; and
WHEREAS, the additional $579,739 amount provided by the First Amendment
increased the maximum Extra Services allocation to $1,656,134, and increased the maximum
Total Fee amount under the Agreement to $5,379,986; and
WHEREAS, since the date of approval of the First Amendment, additional delays to the
construction schedule, including the ongoing inability to obtain final approval from the Office of
State Fire Marshal of the plans for the project’s fire/smoke control systems, have resulted in the
need to extend further the period for CONSULTANT’s continued provision of constriction phase
services; and
WHEREAS, the extent to which any redesign and potentially reconstruction work is
required in order to obtain such final approval of the plans for the project’s fire/smoke control
systems, has caused considerable uncertainty regarding the anticipated date for completion of
construction; and
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21-0288 Agreement No. 14-736-2
25th May
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WHEREAS, OWNER and CONSULTANT now desire to increase the maximum Extra
Services allocation payable under the Agreement by an additional $1,039,532, in order to
ensure adequate funding to compensate CONSULTANT for continuing to provide construction
management staff for the anticipated duration of the extended construction schedule and the
post-construction phase, and
WHEREAS, the increase of $1,039,532 to the maximum Extra Services allocation is the
estimated amount needed to compensate CONSULTANT for continuing to provide construction
management services for such additional time as is required, up to 52 weeks (through January
18, 2022); and
WHEREAS, the increase of $1,039,532 is based upon the “average per week fee” of
$19,991 listed in Exhibit F-1 (attached to this Second Amendment and incorporated by this
reference), multiplied by the projected maximum number of weeks (52) that may be required for
completion of CONSULTANT’s services; provided, however, that it is expressly understood and
acknowledged by the Parties that the actual amount of compensation paid under the
Agreement as hereby amended will continue to be governed by the invoices submitted by
CONSULTANT, based on the rates listed in Exhibit A to the original Agreement (and subject to
any adjustments in the interim pursuant to Paragraph V.A.2 thereof); and
WHEREAS, approval of this Second Amendment will increase the maximum amount
payable to CONSULTANT for Extra Services to $2,695,666, and will increase the maximum
Total Fee amount payable to CONSULTANT to $6,419,518, with no change to the Agreement’s
expiration date, which shall remain as December 31, 2022.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:
1. That existing County Agreement No. 14-736, Article IV, Section A, Paragraph 1,
at Page twenty-three (23), Lines twenty-one (21) through twenty-three (23), is hereby deleted in
its entirety and replaced with the following paragraph:
“Notwithstanding any other provision in this Agreement, the Total Fee (Basic Fee and
Extra Services Allocation) for the services required under this Agreement shall not exceed a
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total amount of $6,419,518.”
2. That existing County Agreement No. 14-736, Article IV, Section C, Paragraph 1,
at Page twenty-four (24), Line twenty-four (24), beginning with the word “There” and ending on
Page twenty-five (25), Line three (3) with the word “exceeded” is hereby deleted in its entirety
and replaced with the following paragraph:
“There will be an additional maximum allocation of $2,695,666 to pay for authorized
Extra Services. Payment of Extra Services in excess of $2,695,666 is unauthorized and can
only be made pursuant to a prior written amendment to this Agreement when the cumulative
total of the Basic Fee and Extra Services allocation would thereby be exceeded. The COUNTY
Representative shall have the discretion to adjust in writing the Basic Fee and Extra Services
limits as long as the total Agreement amount of $6,419,518 is not exceeded.”
All other terms, conditions, mutual covenants, and promises contained in the
Agreement, shall remain in full force and effect, except as hereinabove amended by this
Second Amendment. COUNTY and CONTRACTOR agree that this Second Amendment is
sufficient to amend the Agreement and that upon execution of this Second Amendment, the
original Agreement, the First Amendment, and this Second Amendment shall together be
considered as comprising the entire Agreement.
The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in the Agreement, and not amended herein,
shall remain in full force and effect.
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EXECUTED AND EFFECTIVE as of the date first above set forth.
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CONSULTANT
Wendy Co , President,
Kitchell Capital Expenditure Managers , Inc.
2450 Venture Oaks Dr. Suite 500
Sacramento , CA 95833
18 FOR ACCOUNTING USE ONLY
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ORG No.
Account No.
Fund No.
Subclass No .
43601150 , 8845 , 8846 , 8847
7295 , 8150
0001 , 0400
10000, 10045 , 10046, 10047
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COUNTY OF FRESNO
Steve Bra ndau , Chairman of the Board
of Supervisors of th e County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By 21~ ~
Deputy
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EXHIBIT F-1
KITCHELL
Average Construction Management and Inspection Fee per Week: The below
average per week fees represent construction manager, office staff and inspection
staff. The below average per week fees exclude specialized basic services such as
design phase estimating, value engineering , life cycle costs reviews and
constructability reviews.
Extension of Services beyond Original Contract (January 18, 2021) $19,991/wk