HomeMy WebLinkAboutAgreement A-24-706 - Amendment No. 5 to Agreement with Kitchell CEM Inc.pdf Agreement No. 24-706
24-1340
1 AMENDMENT NO. 5 TO AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES
2 THIS AMENDMENT NO. 5 TO AGREEMENT (Fifth Amendment) is made and entered
3 into this 17th day of December , 2024, by and between the County of
4 Fresno (OWNER or COUNTY) and Kitchell/CEM, Inc. (CONSULTANT).
5 Recitals:
6 1. The COUNTY and CONSULTANT entered into an Agreement dated December
7 16, 2014 identified as Agreement No. 14-736, incorporated herein by reference (the
8 Agreement), for CONSULTANT to provide construction management services for the West
9 Annex Jail project; and
10 2. The COUNTY and CONSULTANT entered into the First Amendment to the
11 Agreement dated August 4, 2020 identified as Agreement No. 14-736-1, incorporated herein by
12 reference (First Amendment), which provided for an increase of $579,739 to the maximum
13 Extra Services compensation amount; and
14 3. The COUNTY and CONSULTANT entered into the Second Amendment to the
15 Agreement dated May 25, 2021 identified as Agreement No. 14-736-2, incorporated herein by
16 reference (Second Amendment), which provided for an increase of$1,039,532 to the maximum
17 Extra Services compensation amount; and
18 4. The COUNTY and CONSULTANT entered into the Third Amendment to the
19 Agreement dated April 19, 2022 identified as Agreement No. 22-160, incorporated herein by
20 reference (Third Amendment), which provided for an increase of $539,757 to the maximum
21 Extra Services compensation amount; and
22 5. The COUNTY and CONSULTANT entered into the Fourth Amendment to the
23 Agreement dated May 21, 2024 identified as Agreement No. 24-237, incorporated herein by
24 reference (Fourth Amendment), which provided for an increase of $73,500 to the maximum
25 Extra Services compensation amount; and
26 6. The additional $73,500 amount provided by the Fourth Amendment increased
27 the maximum Extra Services allocation to $3,308,923, and increased the maximum Total Fee
28 amount under the Agreement to $7,032,775; and
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1 7. Since the date of approval of the Fourth Amendment, OWNER is, authorizing
2 project closeout as part of the schedule, preparing to release project retention; and
3 8. OWNER and CONSULTANT now desire to increase the maximum Extra
4 Services allocation payable under the Agreement by an additional $505,000, in order to ensure
5 adequate funding to compensate CONSULTANT for project retention and continuing to provide
6 construction management staff for post-construction ("project completion") phase, including but
7 not limited to the SB1022 State audit performed by the Board of State and Community
8 Corrections (BSCC); and
9 9. The increase of $505,000 to the maximum Extra Services allocation is the
10 estimated amount needed to compensate CONSULTANT for continuing to provide construction
11 management services for such additional time as is required, up to 13 weeks (through
12 December 31, 2024); and
13 10. The increase of $505,000 is based upon the "average per week fee" of $4,200
14 listed in Exhibit F-1 (attached to this Amendment No. 5 and incorporated by this reference),
15 multiplied by the projected maximum number of additional weeks (13) that is required for
16 completion of CONSULTANT's services; provided, however, that it is expressly understood and
17 acknowledged by the Parties that the actual amount of compensation paid under the
18 Agreement as hereby amended will continue to be governed by the invoices submitted by
19 CONSULTANT, based on the rates listed in Exhibit A to the original Agreement (and subject to
20 any adjustments in the interim pursuant to Paragraph V.A.2 thereof); and
21 11. Approval of this Amendment No. 5 will increase the maximum amount payable
22 to CONSULTANT for Extra Services to $3,813,923, and will increase the maximum Total Fee
23 amount payable to CONSULTANT to $7,537,775, and
24 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
25 which is hereby acknowledged, the parties agree as follows:
26 1. That existing County Agreement No. 14-736, Article IV, Section A, Paragraph 1,
27 at Page 23, Lines 21 through 23, (as later amended by Amendment 4 Page 3, Lines 3 through
28 5), is hereby deleted in its entirety and replaced with the following paragraph:
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1 "Notwithstanding any other provision in this Agreement, the Total Fee (Basic Fee and
2 Extra Services Allocation) for the services required under this Agreement shall not exceed a
3 total amount of$7,537,775."
4 2. That existing County Agreement No. 14-736, Article IV, Section C, Paragraph 1,
5 at Page 24, Line 24, beginning with the word "There" and ending on Page 25, Line 3 with the
6 word "exceeded" (as later amended by Amendment 4, Page 3, Lines 10 through 15) is hereby
7 deleted in its entirety and replaced with the following paragraph:
8 "There will be an additional maximum allocation of $505,000 to pay for authorized Extra
9 Services, project closeout and project retention. Payment of Extra Services in excess of
10 $3,813,923 is unauthorized and can only be made pursuant to a prior written amendment to
11 this Agreement when the cumulative total of the Basic Fee and Extra Services allocation would
12 thereby be exceeded. The COUNTY Representative shall have the discretion to adjust in
13 writing the Basic Fee and Extra Services limits as long as the total Agreement amount of
14 $7,537,775 is not exceeded."
15 All other terms, conditions, mutual covenants, and promises contained in the
16 Agreement, as previously amended, shall remain in full force and effect, except as hereinabove
17 amended by this Fifth Amendment. COUNTY and CONTRACTOR agree that this Fifth
18 Amendment is sufficient to amend the Agreement and that upon execution of this Fifth
19 Amendment, the original Agreement, together with the First Amendment, the Second
20 Amendment, the Third Amendment, the Fourth Amendment and this Fifth Amendment shall
21 collectively be considered as comprising the entire Agreement.
22 The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
23 covenants, conditions and promises contained in the Agreement, and not amended herein,
24 shall remain in full force and effect.
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26 [SIGNATURE PAGE FOLLOWS]
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1 The parties are executing this Amendment No. 5 on the date set forth in the introductory
2 clause.
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4 CONSULTANT COUNTY OF FRESNO
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BY:
Bikramjit J hal, Vice President, Nathan Magsig, Chairman of the Board
7 Kitchell/CE , Inc. of Supervisors of the County of Fresno
8 2,450 Ventore Oaks Dr. Suite 500
Sacramento, CA 95833
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10 ATTEST:
11 Bernice E. Seidel
Clerk of the Board of Supervisors
12 County of Fresno, State of California
13 �,n�(,p"-"
By
14 Deputy
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FOR ACCOUNTING USE ONLY
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ORG No. 8845, 8846
23 Account No. 8150
Fund No. 0400
24 Subclass No. 10045, 10046
Program No. 91157, 91158
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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 only, and exclude office
staff, inspection staff, and specialized basic services such as design phase
estimating, value engineering, life cycle cost reviews and constructability reviews.
Extension of Services beyond Original Contract ( December 31, 2024) $4,200/wk