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HomeMy WebLinkAboutAECOM Technical Services Inc; 2014-08-12; TRAN1104TRAN1104 AMENDMENT NO. 5 TO AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR THE CORRUGATED METAL PIPE REPLACEMENT PROGRAM AECOM TECHNICAL SERVICES, INC. This Amendment No. 5 is entered into and effective as of the fiR""' day of J1111n , 20 /7, amending the agreement dated August 12, 2014, (the "Agree ent") by and between the City of Carlsbad, a municipal corporation, ("City"), and AECOM Technical Services, Inc., ("Contractor") (collectively, the "Parties") for professional engineering services and advice related to civil engineering construction support services. RECITALS A. On January 26, 2015, the Parties executed Amendment No. 1 to the Agreement to update the contact information and extend the Agreement for a period of one (1) year ending February 11, 2016; and B. On October 22, 2015, the Parties executed Amendment No. 2 to the Agreement to alter the Agreement's scope of work to perform construction support services for the Corrugated Metal Pipe Replacement Program; and C. On March 3, 2016, the Parties executed Ratification of Amendment No. 3 to the Agreement to extend the Agreement for a period of one (1) year ending February 11, 2017; and D. On December 5, 2016, the Parties executed Amendment No. 4 to the Agreement to extend the Agreement for a period of one ( 1) year ending February 11 , 20 18; and E. The Parties desire to fund the Agreement for the period ending February 11, 2018. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement is hereby funded for the period ending February 11, 2018, in an amount not to exceed thirty thousand dollars ($30,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill City Attorney Approved Version 9/27/16 TRAN1104 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR AECOM TECHNICAL SERVICES, INC., a California orporation By: (sign here) RA'I l-\12.EN~ Vta (print name/title) By: CITY OF CARLSBAD, a municipal corporation of the State of California By: rlf/1~ . Elaine Lukey I P~rks Director If required by City, 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: -L..~-'-----=-..=......=.-=-==:::....:::..a..­ Deputy City Attorney City Attorney Approved Version 9/27/16 2 TRAN1104 AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR THE CORRUGATED METAL PIPE REPLACEMENT PROGRAM AECOM TECHNICAL SERVICES, INC. No. 4 is entered into and effective as of the '"5: z;:z: day of _ _.,..._.,.--""-.L.4..1...-..C...Le...,L......U.'"--b-''-'""''---' 2016, extending the agreement dated August 12, 2014, (the "Ag eement") by and between the City of Carlsbad, a municipal corporation, ("City"), and AECOM Technical Services, Inc., a California corporation, ("Contractor") (collectively, the "Parties") for professional engineering services and advice related to civil engineering construction support services. RECITALS A. On January 26, 2015, the Parties executed Amendment No. 1 to the Agreement to update the contact information and extend the Agreement for a period of one (1) year ending February 11, 2016; and B. On October 22, 2015, the Parties executed Amendment No.2 to the Agreement to alter the Agreement's scope of work to perform construction support services for the Corrugated Metal Pipe Replacement Program; and C. On March 3, 2016, the Parties executed Ratification of Amendment No. 3 to the Agreement to extend the Agreement for a period of one (1) year ending February 11, 2017; and D. The Parties desire to extend the Agreement for a period of one (1) year ending February 11, 2018. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one ( 1) year ending on February 11, 2018. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 TRAN1104 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR AECOM TECHNICAL SERVICES, INC., a California cor 1ration By: / Ray Hrenko I Vice President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Elaine Luk cting Public Works Director If required by City, 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: __ ~~----~~~~=~~~=~~~~·~~'-------­ Deputy City Attorney City Attorney Approved Version 1/30/13 2 RATIFICATION OF AMENDMENT NO.3 TO EXTEND THE AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR THE CORRUGATED METAL PIPE REPLACEMENT PROGRAM AECOM TECHNICAL SERVICES, INC. ;I.) LRatification of Amendment No. 3 is entered into as of the ,5-day of r;Z. Ct;ff , 2016, but effective as of the 11th day of February, 2016, extehding the agreement dated August 12, 2014 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and AECOM Technical Services, Inc., a California corporation, ("Contractor'') (collectively, the "Parties") for professional engineering services and advice related to civil engineering construction support services. RECITALS A. On January 26, 2015, the Parties executed Amendment No. 1 to the Agreement to update the contact information and extend the contract for one year until February 11, 2016; and B. On October 22, 2015, the Parties executed Amendment No. 2 to alter the Agreement's scope of work to perform construction support services for the Corrugated Metal Pipe Replacement Program; and C. The Agreement, as amended from time to time expired on February 11, 2016 and Contractor continued to work on the services specified therein without the benefit of an agreement; and D. The Parties desire to extend the Agreement for a period of one ( 1) year until February 11, 2017. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on February 11, 2017. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill City Attorney Approved Version 1/30/13 TRAN 1104 AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR THE CORRUGATED METAL PIPE REPLACEMENT PROGRAM AECOM TECHNICAL SERVICES, INC . . ~. Tl:lisAm~nd,ment No. 2 is entered into ~nd effective as of the .4~/ -10 day of A/ C 1 l/ /") t 1: , 2015, amending the agreement dated August 12, 2014 (the "'Agreement-;;) by and between the City of Carlsbad, a municipal corporation, ("City"), and AECOM Technical Services, Inc., a California corporation, ("Contractor") (collectively, the "Parties") for professional engineering services and advice related to civil engineering construction support services. RECITALS A. On January 26, 2015, the Parties executed Amendment No. 1 to the Agreement to update the contact information and extend the contract for one year until February 11, 2016; and B. The Parties desire to alter the Agreement's scope of work to perform construction support services for the Corrugated Metal Pipe Replacement Program; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed ten thousand dollars ($1 0,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by February 11,2016. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill /II /II Ill City Attorney Approved Version 1/30/13 1 TRAN 1104 EXHIBIT "A" SCOPE OF SERVICES AND FEE Provide construction support services including shop drawing review, shoring review, submittal review, and response to Requests for Information from the Contractor. Prepare clarification sketches, if required, during the construction to address issues resulting from unanticipated field conditions. Make record changes to the drawings based upon contractor-furnished record of construction changes. Services will be paid time and materials per the fee schedule not to exceed $10,000. City Attorney Approved Version # 05.22.01 3 TRAN 1104 AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES FOR THE CORRUGATED METAL PIPE REPLACEMENT PROGRAM AECOM TECHNICAL SERVICES, INC. ^THIS AGREEMENT is made and entered into as of the day of ' 17. ^/7..'/y~ 2014, by and between the CITY OF CAR'LSBAD, a municipal corporaitiMC ("City''), and AECOM TECHNICAL SERVICES, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of an engineer that is experienced in Civil Engineering. B. Contractor has the necessary experience in providing professional services and advice related to preparation of plans, specifications and cost estimates. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Sen/ices, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of six (6) months from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty nine thousand four hundred forty five dollars ($29,445). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 1/30/13 TRAN 1104 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Sen/ices without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms ofthis Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes ofthis section, and that this section will survive the expiration or eariy termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:Vir'. OR with a surplus City Attorney Approved Version 1/30/13 2 TRAN 1104 line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (ifthe use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain City Attorney Approved Version 1 /30/13 3 TRAN1104 the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Sherri Howard Name Alfred Pedroza Title Associate Engineer Title Project Manager Department PW - Transportation Address 7807 Convoy Court, Suite 200 City of Carisbad San Diego, CA 92111 Address 1635 FaradayAvenue Phone No. 858-300-2711 Carisbad, Ca 92008 Email aif red .ped roza(a)aecom. com Phone No. 760-602-2756 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. City Attorney Approved Version 1/30/13 TRAN 1104 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's sen/ices with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with ali applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the pari:ies. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fon/varded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action ofthe City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and ofthe percentage ofwork that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1/30/13 5 TRAN 1104 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making ofthis Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. 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. /// /// /// City Attorney Approved Version 1/30/13 TRAN 1104 26. 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. CONTRACTOR AECOM TECHNICAL SERVICES, INC., a California corporation (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Di^Managor or Mayor or Divisiori^^^^i5> as authorized by the City Manager Jim by the City Manager Howell By: (sign here) (print name/title) If required by City, 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: Assistant City > City Attorne City Attorney Approved Version 1/30/13 AECOM AECOM Technical Services, Inc. 3995 Via Oro Avenue Long Beacii, CA 90810 T 562.420.2933 F 562.420.2915 www.aeconn.com AECOM TECHNICAL SERVICES. INC. CERTIFICATE OF ASSISTANT SECRETARY The undersigned, Gilda Malek, hereby certifies that she is now and at all times relevant hereto has been the duly elected and acting Assistant Secretary of AECOM Technical Sen/ices, inc., a Caiifomia corporation, and that the Board of Directors, by resolution dated June 6, 2014, has authonzed Ray Hrenko, Vice President, to execute various written agreements and instruments, including Agreement No. TRAN1104, Agreement for Professional Engineering Sen/ices, with the City of CaHsbad for the Corrugated Metal Pipe Replacement Program, on behalf of the corporation or its divisions. The undersigned does further certify that the foregoing resolution has not been revoked, amended or modified, and is in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary and has affixed the corporate seal of this corporation this 21^' day of July, 2014. AECOM TECHNICAL SERVICES, INC. Gild^ Malek, Assistant Secretary AECOM 858 268 8080 tel 7807 Convoy Court 858 292 7432 fax Suite 200 San Diego, CA 92111 www.aecom.com June 27, 2014 Ms. Sherri Howard Associate Engineer City of Carisbad 1635 Faraday Avenue CaHsbad, CA 92008 Subject: La Gran Via Storm Drain Improvements Project Dear Ms. Howard: The purpose of this letter is to provide the scope of work and fee associated with the La Gran Via Storm Drain Improvements Project (Project). The work generally consists of preparing design plans and specifications for the construction of storm drain improvements including a new and relocated (replacing the existing Type H cleanout) storm drain junction structure, newly located near the property line at the top of slope, a new energy dissipater junction structure at the outlet to the freshwater marsh (FWM) and a new 24" pipeline connecting the two structures. Other possible improvements include two (2) point repairs, one being a small infiltration at the joint along the existing 24" RCP, the other being a blockage within the existing 18" RCP storm drain from the curb inlet in Calina Way into the canyon area, both being identified through a televised report. These repairs shall be pursued at the discretion ofthe City of Carisbad. Project Understanding The Project begins at the curb inlet at the northwesterly curb return of La Gran Via and Calina Way. The existing 24" RCP storm drain conduit then travels westeriy and southwesterly across two private properties within a 10' wide drainage easement until terminating at the toe of slope in the fresh water marsh biological area as a corroded and broken 24" CMP pipeline that has lost approximately 30 LF of the original reach and headwall structure. Along the alignment, located midpoint on the existing slope, resides a Type H storm drain cleanout that will be replaced with a new junction structure outfitted with an energy dissipater design and relocated up the slope near the property line in order to lessen the new pipeline slope gradient. The terminus of the improvements will be fitted with a new energy dissipater structure that is positioned at the edge ofthe FWM. The construction work area will remain outside ofthe identified biologically sensitive area. ASCONi Ms. Sherri Howard June 27, 2014 Page 2 of 5 Scope of Work Task 1 - Project Management and Administration Project management tasks shall include invoicing, budget and schedule tracking, and providing updates. Schedule Task / Deliverable Schedule Review existing info, obtain required additional info. Site Visit Within 1 week following NTP Prepare 100% Submittal Finish 3 weeks after NTP Final Submittal Finish 2 weeks following 100% City Comments Task 2 - Review Existing Information and Field Visit Review pertinent information provided by the City of Carlsbad (City). Identify and request additional information required to complete the evaluation. Evaluate the site conditions with City staff to confirm the limits of improvements required for the project. This would include pipeline and storm drain structure improvements. Task 3 - Prepare Plans, Specifications and Estimate Prepare a 100% Draft PS&E submittal. The following 4 sheets are proposed to be included in the 100% design submittal: • Title Sheet • Storm Drain improvement Site Plan • Storm Drain Details • Storm Drain Details The draft supplemental special provisions (SSPs) will be comprised of technical sections using the CSI format. The Engineer's opinion of construction cost will be developed using general unit cost factors at a level of detail corresponding to the design level. AECOM will submit electronic copies of the plans and estimate as a PDF file, and the SSPs as an MS Word file, to the City for review and comment. Collaborate with biologist with a goal to have the least environmentally damaging project. Attend one meeting to receive/discuss City comments on design requirements and submittals. il|=COAI Howard June 27, 2014 Page 3 of 5 Following receipt of City comments on the prior submittal, prepare a final PS&E submittal comprised of final specifications (as Word and PDF files), final bid schedule, plans (one set of signed mylars and one CD with electronic files; AutoCAD-drawings, and MS Word-Specifications), and an updated Engineer's opinion of construction cost. Task 4 - Bid Assistance During the bidding phase of the project, AECOM will respond up to three (3) RFIs and issue up to one bidding phase addenda. AECOM will attend the pre-bid meeting and will help the City evaluate the bids received for responsiveness once the bidding period closes. Task 5 - Construction Phase Support It is AECOM's understanding that the City will serve as the construction manager for the overall construction project, with primary responsibility for contract administration, for formal interaction with the construction contractor, and for all matters related to or affecting Project schedule, budget/cost, and acceptance of the work. AECOM will provide office engineering support services forthe construction. During the construction phase of the project, AECOM will respond up to three (3) RFIs and review up to three (3) submittals and resubmittals. Prepare clarification sketches, if required, during construction to address issues resulting from unanticipated field conditions or other field changes. Up to two (2) sketches are assumed. Make record changes to the drawings based upon contractor-furnished record of construction changes. Cost Proposal We will complete the services outlined in Tasks 1 through 5 of this Scope of Services for a not-to exceed fee of $29,445, on a time-and-materials basis in accordance with the attached fee estimate budget (Exhibit "A"). Other Assumptions 1. The City will provide front-end documents, including construction contract, bidder instructions, general and special provisions. AECOM will be responsible for preparing supplemental special provisions that AECOM deems necessary for this project. AECOM will prepare the Bid Schedule and bid item description. ASCOM ^^^"^ Howard June 27, 2014 Page 4 of 5 2. This Scope of Services is based on AECOM's current understanding of the project and discussions. If the actual work required is significantly different from what is anticipated, it is agreed that the scope and fee will be revised accordingly. 3. AECOM will be entitled to rely upon the accuracy of data and information provided to us without independent review or evaluation except as described in the scope. 4. Although AECOM will offer bidding assistance which consists of answering RFIs, issuing up to one addendum (if required), and performing a bid evaluation as well as responding to RFIs and shop drawing review during construction, it is our assumption that the City will be performing all other activities associated with Construction bidding, construction administration and inspections. 5. Environmental work is not included as part of this base scope and fee. 6. Any permits, fees or inspection costs required by other agencies will be acquired and paid for by the City. 7. Traffic Control Plans are not included as part of this base scope and fee. 8. Coordination with HOAs and utilities will be done by the City. 9. Any Engineer's Opinion of Construction Cost prepared by AECOM represents its judgment as a design-professional and is supplied for the general guidance of City. Since AECOM has no control over the cost of labor and material, or over competitive bidding or market conditions, AECOM does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. 10. Notwithstanding anything in this Scope of Services, AECOM shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure to persons to hazardous materials in any form, at the project site. 11. Any reuse of AECOM prepared documents, except for the specific purpose intended hereunder, will be at District's sole risk and without liability or legal exposure to AECOM or its subconsultants. 12. No utility coordination will be required. 13. It is recognized, though, that due to the nature of field construction and the highly variable conditions and circumstances that may be encountered, it is very difficult to accurately predict the exact level of construction phase services and fee which will be needed. If the construction contractor is cooperative and the Project proceeds smoothly, a reduced level of effort may be appropriate. Conversely, difficult field conditions or relations with the contractor or an extended construction period could require additional effort and fee. Therefore, key assumptions and budgetary amounts are provided for Construction Phase Services tasks, based on past experience. The extent of construction phase services is based upon the following construction schedule assumptions: a. It is assumed that the construction contract will require 1 month for completion. b. It is our understanding that the City will act as the construction manager for the Project and will be responsible for disseminating information such as RFIs and shop drawings for review during construction. ASCOM Ms. Sherri Howard June 27, 2014 Page 5 of 5 Thank you for the opportunity to submit this scope and fee. If you have any questions, please contact me at (858) 300-2711. Sincerely, Aifrea Pedroza, PE Project Manager Enclosures: Exhibit A - Fee Estimate .a 0) o> 13 3 m u 0) D) Q 33J joqeq-uoM 3A!)Bj|S!uiinpY e o •c 3 U (f> 9i o H e o 'a 1 a a cs s IN PM < a 9 •& i i oooo oooo »r) wS O O — CT> (N — Vi ^ •t" -SP S 5h Q) at fa fl a w « 0| BJ w Q c 1111 e < •a s a o O I .!4 ul OH CI