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HomeMy WebLinkAboutGood Engineering Company Inc; 2018-06-19; PSA18-455UTILPSA 18-455UTIL AGREEMENT FOR WATER TANKS C AND D3 ENGINEERING SERVICES GOOD ENGINEERING COMPANY, INC. THIS,4._GREEMENT is made and entered into as of the lq ~ day of ,)~G, , 2018, 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, ("CMWD"), and GOOD ENGINEERING COMPANY, INC., a California corporation, ("Contractor"). RECITALS CMWD requires the professional services of a consultant that is experienced in construction phase civil engineering services for water tanks. 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 herein, 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 This Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be five thousand dollars ($5,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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. 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. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and its officers, 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 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 CMWD incurs or makes to or on behalf of an injured employee under the CMWD's self-administered workers' compensation 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. General Counsel Approved Version 9/27/17 PSA 18-455UTIL 6. 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 City 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. 7. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. Yes ~ No D 8. 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. 9. 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. 10. 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, 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. 11. JURISDICTIONS AND VENUE 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. 12. 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. General Counsel Approved Version 9/27 /17 2 PSA 18-455UTIL 13. 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. 14. 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 GOOD ENGINEERING COMPANY, INC., a California corporation By: (sign here) / Carlos Mendoza, President, CFO (print name/title) By: (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of CarlsbadJ; .J By:w a ·l)aL{)/ ~ Wendy Ci,ambers, General Manager 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 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, General Counsel By:_~=-------~- Deputy General Counsel General Counsel Approved Version 9/27/17 3 ITEM UNIT QTY NO. 1 Job 1 2 Job 1 3 Job 1 EXHIBIT "A" SCOPE OF SERVICES Water Tanks C & D3 Engineering Services DESCRIPTION Enqineerinq suooort throuqh construction -20 hours Submittal reviews -10 hours Change order reviews -10 hours Fees invoiced monthly based on actual hours of work completed at the rate of $125 per hour. TOTAL* *Includes taxes, fees, expenses and all other costs. PSA 18-455UTIL PRICE $2,500 $1,250 $1,250 $5,000 ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 6/6/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~~CT Certificate Department Cavignac & Associates P.~~N.t ~-"· 619-744-0574 I r.,e~ Nol:619-234-8601 450 B Street, Suite 1800 ~t1lJ~ss: certificates@caviQnac.com San Diego CA 92101 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Travelers Prooertv & Casualty Company of America 25674 INSURED GOODENG-01 INSURER B: Travelers Casualty and Surety 19038 Good Engineering Company, Inc. INSURERC: 2001 Ladera Court Carlsbad CA 92009 INSURER D: INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: 613599101 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,.,en ,,.n,n POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY y y 6802J055469 6/14/2018 6/14/2019 EACH OCCURRENCE $2.000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence I $1,000,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: ' GENERAL AGGREGATE $4,000,000 ~ 0PRO-0LOC PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y 6802J055469 ~ 6/14/2018 6/14/2019 COMBINED SINGLE LIMIT (Ea accident\ $ Included ANY AUTO BODILY INJURY (Per person) $ ~ ALL OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ ~ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH--STATUTE ER AND EMPLOYERS" LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, descnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ B Professional Liability 106931203 6/14/2018 6/14/2019 Ea Claim/Aggreg $1.000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Agreement Name: Water Tanks C & 03 Engineering Services; Agreement Number: PSA18-455UTIL. Additional Insured coverage applies to General Liability and Automobile Liability for City of Carlsbad/CMWD per policy form. Primary coverage applies to General Liability and Automobile Liability per policy form. Waiver of subrogation applies to General Liability per policy form. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. Professional Liability -Claims made form, defense costs included within limit. CERTIFICATE HOLDER I City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York NY 10163-4668 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ~RESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD425 (07-08) -OTHER INSURANCE ADDITIONAL INSUREDS PRIMARY AND NONCONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS -PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contractor agreement that the insurance afforded to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that contract or agreement by you. CG 04 25 07 08 2008 The Travelers Companies, Inc. Page 1 of 1 CG TS 01 06 18 Page 1 of 1 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization:Any person or organization that you have agreed in a written contract oragreement to waive your right of recovery against, but only for paymentswe make because of: 1."Bodily injury" or "property damage" that occurs; or 2."Personal injury" or "advertising injury" caused by an offense committed; after you have executed that contract or agreement. {If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV-COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the products-completed operations hazards. This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 CG TS 02 06 18 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 CG T8 06 18 Page 2 of 2 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) -ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETEDOPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract toinclude as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operations hazard, provided that such contract was signed and executed by you before, and is in effect when, the "bodily injury or "property damage" occurs. LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE "PRODUCTS-COMPLETED OPERATIONS HAZARD". CG 20 37 07 04 Copyright ISO Properties, Inc. 2004 CG TS 04 06 18 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) -ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: Page 1 of 1 CG TS 04 06 18 Page 2 of 2 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 {03-05) -ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) Or ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when, the bodily injury or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE", "PERSONALINJURY" OR "ADVERTISING INJURY" CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS; OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF;IN THEPERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONALINSURED(S) ATTHE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED.THE FOLLOWING ADDITIONAL EXCLUSIONS APPL Y;This insurance does not apply to "bodily injury" or "property damage"occurring, or "personal injury" or "advertising injury" arising out of anoffense committed, after: CG TB 03 06 18 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-2J055469-18-47 ISSUE DATE: 05/08/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) -ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK, ON THE PROJECT (OTHER THAN SERVICE,MAINTENANCE OR REPAIRS) TO BE PERFORMED BY OR ON BEHALF OF THE ADDITIONALINSURED(S)AT THE LOCATION OF THE COVERED OPERATIONS HAS BEEN COMPLETED;OR 2. THAT PORTION OF "YOUR WORK" OUT OF WHICH THE INJURY OR DAMAGE ARISES HAS BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR APRINCIPAL AS A PART OF THE SAME PROJECT. CGD361 0305 Copyright 2005 The St. Paul Travelers Companies, Inc. All rightsreserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 CG TS 03 06 18 Page 2 of 2 CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE Carlos Mendoza President I, _______________ , am the _________________ _ [insert name] [title] Good Engineering Companr Inc. (GECI) of ____________ . hereby certify that _______________ _ GECI [ name of company] [ name of company] has no employees and is not required by law to maintain workers' compensation or employers' liability GECI msurance. Should _________________ employ any person during the term [ name of company] Water Tank Rehabilitation Design of the Agreement with the City of Carlsbad for ___________________ _ [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. [Name] Carlos Mendoza President, GECI [Title and name of company or corporation] 06/15/2006 25