THIRD AMENDMENT TO AGREEMENT

Transcription

1 SAN DIEGO UNIFIED SCHOOL DISTRICT Page 1 of 5 THIRD AMENDMENT TO AGREEMENT This Third Amendment to Agreement for consulting services is entered into by and between the San Diego Unified School District, San Diego, California, hereinafter referred to as District, and URS Corporation Americas, a Nevada corporation, having its principal business office in San Diego County located at 1615 Murray Canyon Road, Suite 1000, San Diego, California 92108, hereinafter referred to as Consultant. RECITALS WHEREAS, on January 27, 2009, District entered into an Agreement with Consultant to provide a complete range of professional services related to implementation of the Proposition S ( Prop S ) bond program on an as required basis; and WHEREAS, said Agreement provided for a maximum consideration of $9 million and a term of one year commencing on January 28, 2009 and terminating on January 27, 2010, with an option to extend at District s election; and WHEREAS, on May 12, 2009, District and Consultant entered into a First Amendment to Agreement to modify the insurance requirements with respect to emerging business enterprises; and WHEREAS, on October 13, 2009, District and Consultant entered into a Second Amendment to Agreement to (1) increase the consideration by an additional $2.7 million, (2) extend the Agreement through January 27, 2011; (3) update the insurance requirements to current District requirements; and (4) reduce specified hourly fees; and WHEREAS, the Board of Education recently authorized a Prop. S bond financing plan that will allow the district to include more capital improvement projects than had been previously planned because of an increase in available funds from the August 18, 2010 bond sale; and WHEREAS, the District desires to amend the Agreement to provide for the additional Prop S sale proceeds and increased project demands as follows: (1) increase the consideration by an additional $4.5 million; (2) extend the term of the Agreement through January 27, 2012; (3) reduce the firm s hourly rates by an additional four percent for the new term; (4) specify personnel necessary for continuity of the program; and (5) update various administrative requirements throughout the Agreement to more closely align with current professional guidelines; and WHEREAS, for the foregoing reasons it is necessary to amend said Agreement; NOW, THEREFORE, District and Consultant mutually agree as follows: 1. Section 1.1 of the Agreement entitled SCOPE is hereby amended as follows: 1.1 This Agreement establishes the general conditions for the term of the Program. Attached hereto as Exhibit A and incorporated herein by reference is the complete Scope of Services which Consultant may be requested to perform as an extension of District staff as an independent contractor during the period of this Agreement. District shall identify requested services by issuing written Work Authorizations against this Scope of Services describing the subject matter, services to be

2 SAN DIEGO UNIFIED SCHOOL DISTRICT Page 2 of 5 performed, schedule for Consultant s performance, authorized staffing level or number of hours and the total Not-to-Exceed compensation for such services. Each issued Work Authorization shall be tied to the end of the fiscal year for work authorized during that period of time. Each Work Authorization is incorporated by reference and is considered a part of this Agreement. 2. Section 2.1 of the Agreement entitled CONSIDERATION is hereby amended as follows: 2.1 Total compensation shall not exceed Sixteen Million Two Hundred Thousand and no/100 Dollars ($16,200,000) during the term of the Agreement. District shall issue Work Authorizations to Consultant for work as specified in paragraph 1.1 for each portion of work. Work undertaken by Consultant or its subconsultants without written authorization shall result in non-payment by District. 3. Section 3.1 of the Agreement entitled TERM is hereby amended to extend the Agreement an additional year as follows: 3.1 Work Authorizations may be issued during the period of January 28, 2009 through January 27, This Agreement shall not expire until all work under Work Authorizations issued is completed, accepted, and paid for by District. All indemnification provisions contained in the Agreement shall survive beyond the expiration of this Agreement. 4. A new Section 4.2 of Article 4 of the Agreement entitled CONSULTANT S RESPONSIBILITIES is hereby incorporated as follows: 4.2 If Consultant staff is necessary to perform work on days in which District staff is officially off site, such as holidays and the Winter Break, Consultant shall obtain prior written authorization from the District for any personnel required at District sites. 5. Section 7.3 of Article 7 of the Agreement entitled TERMINATION is hereby amended as follows: 7.3 To maintain the continuity, efficiency and accuracy of the Prop S program, the District desires to leave existing personnel in place because of their particular skills and expertise. A listing of required persons with their job titles and hourly rates is attached hereto as Attachment 1 to Exhibit B, and incorporated herein by this reference. Any change to this listing must be preapproved in writing by the District. 6. A new section 7.4 of Article 7 of the Agreement entitled TERMINATION is hereby incorporated as follows: 7.4 Consultant shall obtain District s written approval of any and all staff prior to retaining that staff member at the commencement of a project. If a Consultant staff member fails to perform to the satisfaction of the District, the District reserves the right to request Consultant to remove and replace such staff member with a satisfactory replacement within a reasonable period of time upon written notice from District.

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4 SAN DIEGO UNIFIED SCHOOL DISTRICT Page 4 of 5 7. A new section 7.5 of Article 7 of the Agreement entitled TERMINATION is hereby incorporated as follows 7.5 In the event an individual identified on the listing of Attachment 1 to Exhibit B must be replaced, Consultant shall have the first right to replace that individual within a reasonable period of time. However, Consultant staff replacement must meet minimal standards of the specified position, and the District reserves the right to request Consultant to remove and replace such staff member with a satisfactory replacement if the replacement is not acceptable to the District. Replacement shall be within a reasonable period of time upon written notice from District. 8. Exhibit B entitled Schedule of Approved Hourly Billing Rates is hereby revised to include the new hourly rates for the term. A copy of Exhibit B is attached hereto and incorporated herein by this reference. All other terms and conditions in said Agreement not expressly amended herein shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Agreement to be signed in their behalf by their duly authorized representatives. URS CORPORATION AMERICAS, A Nevada Corporation SAN DIEGO UNIFIED SCHOOL DISTRICT By: Date: LEGALITY AND FORM APPROVED Sandra T.M. Chong, Assistant General Counsel San Diego Unified School District By: Arthur S. Hanby, Jr. Strategic Sourcing & Contracts Officer Date: Approved in public meeting of the Board of Education of the San Diego Unified School District on Cheryl Ward, Board Action Officer Board of Education The above Consultant is a Sole Proprietorship, Partnership, Corporation Federal Tax I.D. #

5 SAN DIEGO UNIFIED SCHOOL DISTRICT Page 5 of 5 Exhibit B SCHEDULE OF APPROVED HOURLY BILLING RATES Job Title Hourly Rate Job Title Hourly Rate Architect $125 Estimator 1 $107 CM / PM Technician $94 Estimator, Lead $115 Commissioning Agent $89 Inspector DSA Class 1 $106 Commissioning Engineer $125 Inspector DSA Class 2 $88 Construction Manager 1 $115 Inspector DSA Class 3 $86 Construction Manager 2 $107 Inspector Non DSA $81 Construction Manager, Lead $132 IT Specialist $81 Construction Manager, Sr. $126 OPSC Coordinator $87 Contracts Administrator $93 Primavera Database Admin $105 Contracts Closeout Manager $105 Primavera Database Analyst $114 Contracts Coordinator $69 Primavera Database Manager $132 Cost / Schedule Engineer 1 $106 Program Controls Manager $138 Cost / Schedule Engineer 2 $93 Program Controls Supervisor $168 Cost / Schedule Engineer, Lead $125 Project Engineer $94 Cost / Schedule Engineer, Sr. $115 Project Manager $116 Data Entry Specialist $69 Project Manager, Asst. $107 Data Entry Specialist, Sr. $82 Project Manager, Lead $132 Document Controls Manager $105 Project Manager, Sr. $127 Document Controls Specialist $69 QA/QC Coordinator $115 DSA Coordinator $88 Specification Writer $111 DSA Manager $106 Specification Writer Admin $81 DSA Specialist $69 Specification Writer, Lead $126 Engineer, Civil $125 Technical Writer $81 Engineer, Electrical $125 Technology Specialist $107 Engineer, Environmental $125 Technology Specialist, Sr. $127 Engineer, Geotechnical $125 Training Coordinator $87 Engineer, Mechanical $125 Note: These rates apply when the District is furnishing office space; office furniture; telephone setup and charges; FAX setup and charges; copier set up and charges; office supplies; computers, printers, and network equipment; software licenses and maintenance; cameras and film and processing; and safety equipment. Mileage reimbursement is included in Consultant s rates as well as cell phone costs.

6 SAN DIEGO UNIFIED SCHOOL DISTRICT Page 6 of 5 ATTACHMENT 1 TO EXHIBIT B URS CORPORATION AMERICAS Trade First Name Last Name Title Hourly Rate Contracts Kay Burnett DSA Closeout Specialist $ Construction Juan Gonzalez Construction Manager $ Construction Kendra Jackson Document Controls Specialist $ Construction Rick Mortazavi Construction Manager $ Construction Dale Ragusa Construction Manager, Lead $ Construction Bob Snipes Construction Manager $ Construction Al Velazquez Construction Manager $ Construction Shannon Young Construction Manager $ Program Controls Cindy Ibarra Cost/Schedule Engineer $ Program Controls Jeff Pack IT Specialist $ Program Controls Lili Rosas Cost/Schedule Engineer $ Program Controls Joel Splittgerber Program Controls Manager $ Program Controls Kevin Splittgerber Primavera Database Analyst $ Program Controls Phuong Zahirovic Cost/Schedule Engineer, Lead $ Project Mgmt. Jim Dodge Technology Specialist $ Project Mgmt. Chuck Edenburn Technology Specialist $ Project Mgmt. Bob Grauer Estimator $ Project Mgmt. Jeff Hudson Project Manager $ Project Mgmt. Christine Kam Project Manager $ Project Mgmt. Craig May Commissioning Agent $ Project Mgmt. Phoebe Velazquez Document Controls Specialist $ Project Mgmt. CJ Haskins Program Controls Supervisor $