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HomeMy WebLinkAboutMunicipal Diving Services Inc; 2025-11-10; PSA26-3963UTILPSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 1 AGREEMENT FOR MAERKLE LAKE RESERVOIR UNDERWATER INSPECTION SERVICES MUNICIPAL DIVING SERVICES, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, ("CMWD"), and Municipal Diving Services, Inc., a California corporation ("Contractor"). RECITALS CMWD requires the professional services of a consultant that is experienced in underwater potable reservoir inspection. Contractor has the necessary experience in providing these professional services, has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective from the date first above written to April 30, 2026. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed five thousand three hundred fifty dollars and twenty-five cents ($5,350.25). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or the Services specified in Exhibit “A”. 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the CMWD’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 times. 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, Contractor shall process all project documents through 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 members shall complete a free training certification course located at http://learn.procore.com/procore- certification-subcontractor. Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D November 10th PSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 2 responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. It is recommended that 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://play.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, requests for information, 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 contractor of any other requirements as may be specified in this Agreement. 5. PREVAILING WAGE RATES Any construction, alteration, demolition, installation, 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 are subject 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 Contractor in the execution of this 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. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the results to be accomplished. 7. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification 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 adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D PSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 3 The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD incurs or makes to or on behalf of an injured employee under CMWD’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 8. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the Executive Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to CMWD by certified mail. CMWD will be named as additional insured on General Liability which shall provide primary coverage to CMWD. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. Contractor will furnish certificates of insurance to CMWD with endorsements to CMWD, prior to CMWD’s execution of this Agreement. 9. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Ray Martinez Name E. “Woody” Morrison, CEO Title Utilities Supervisor Title Project Manager Department PW Utilities Address 13453 Hilltop Place Carlsbad Municipal Water District Valley Center, CA 92082 Address 5950 El Camino Real Phone No. 619-980-7900 Carlsbad, CA 92008 Email woody@municipaldiving.com Phone No. 760-802-8097 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 10. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the CMWD Conflict of Interest Code. Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D PSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 4 Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 11. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 12. CALIFORNIA AIR RESOURCES 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-fleets. 13. TERMINATION CMWD or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 14. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 15. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 16. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of CMWD. Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D PSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 5 17. 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. 18. AMENDMENTS This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 19. 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 provisions, embody the entire Agreement and understanding 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, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 20. AUTHORITY The individuals executing this Agreement and the instruments 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. [signatures on following page] Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D PSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 6 CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad MUNICIPAL DIVING SERVICES, INC., a California corporation By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Sharon Morrison, President (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Eric Morrison, CFO Assistant City Clerk (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: Assistant General Counsel Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D PSA26-3963UTIL General Counsel Approved Version 6/20/2025 Page 7 EXHIBIT A SCOPE OF SERVICES AND FEE Maerkle Lake Reservoir Underwater Inspection Contractor to furnish labor, material, and equipment to perform the underwater inspections as described in the table below for the amount shown. Description Price Contractor to provide/perform the following: Inspections conducted by a NACE trained coating inspector Conduct a limited interior inspection of Maerkle Reservoir. The inspection will document the condition of all penetrations through the floor/slope, valves, lines and connections as dictated by the client. Document the exercising of any inlet lines and document on video the valve(s) in operation Conduct a limited inspection of the liner and cover in areas that are already being inspected (liner and cover next to hatches, valves, ect.) Supply an edited, narrated video file and detailed PDF Format written report documenting the inspection. The digital files will be uploaded to a private Dropbox folder. Photos can also be incorporated into the digital report on request. Conduct all diving in accordance with all local, state, AWWA and OSHA diving standards. A 3- person commercial dive team is required. Conduct all diving in accordance with all local, state, AWWA and OSHA diving standards. A 3- person commercial dive team is required. TOTAL AMOUNT NOT TO EXCEED $5,350.25* *Includes taxes, fees, expenses and all other costs. Contractor’s proposal is based on paying all labor involved in this project prevailing wages as published by the California Director of Industrial Relations in February of 2025 and reflects all current and scheduled increases. The CA DIR requires that dive teams be paid for 8 hours for any 8-hour day, or part thereof. Contractor is required to contact CMWD, 442-339-2722, for access to Maerkle Reservoir during normal working hours as it is a gated facility. Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D project Inspections Video/Reports Total MAERKLE Limited Inspection by Diver $3255.25 $200 $3455.25 1 day MAERKLE Limited Inspection of $1895.00 Incl. $1895.00 interior drain troughs only by Drone 1 day Total *$5,350.25 Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D Docusign Envelope ID: FACED6E7-0291-4B0F-B3A8-92D3EB9ECA7D