HomeMy WebLinkAboutAECOM Technical Services Inc; 2011-03-09; PEM807PEM807
AGREEMENT FOR PROFESSIONAL SERVICES
FEDERAL EMERGENCY MANAGEMENT AGENCY PROCESSING
OF THE CONDITIONAL AND FINAL LETTERS OF MAP REVISION FOR
AGUA HEDIONDA AND CALAVERA CREEKS, CITY OF CARLSBAD
(AECOM TECHNICAL SERVICES, INC.)
THIS AGREEMENT is made and entered into as of the day of
, 2011, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and AECOM TECHNICAL SERVICES, INC., a Delaware corporation,
("Contractor").
RECITALS
A. City requires the professional services of an engineering and environmental
services firm that is experienced in the mapping requirements and procedures of the Federal
Emergency Management Agency.
B. Contractor has the necessary experience in providing professional services and
advice related to said required services required by the City.
C. Selection of Contractor is expected to achieve the desired results in an expedited
fashion.
D. 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 Services, 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 one (1 ) year from the date first above
written. The City Manager may amend the Agreement to extend it for one (1) additional one (1)
year period or parts thereof in an amount not to exceed ten thousand dollars ($10,000) 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.
City Attorney Approved Version 9.22.10
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
eleven thousand five hundred four dollars ($11,504). 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".
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 Services 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 of this 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 of this section, and that
this section will survive the expiration or early termination of this Agreement.
City Attorney Approved Version 9.22.10
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-:VM". OR
with a surplus 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 City
Attorney 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 Liability 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 Liability (if the 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 Employer's Liability. 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.
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 General Liability.
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.
City Attorney Approved Version 9.22.10
10.4
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 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 Carlsbad 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 clearly 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 City For Contractor
Name David Hauser Name Jennifer Guigliano
Title Director Title Associate Principal
Department PEM Address 1420 Kettner Boulevard, Suite 500
City of Carlsbad San Diego, CA 92101
Address 1635 Faraday Avenue Phone No. 619-233-1454
Carlsbad, CA 92008
Phone No. 760-602-2739
City Attorney Approved Version 9.22.10
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.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required of
Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees, agents,
or subcontractors will complete and file with the City Clerk those schedules specified by City
and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and
consultants warrants that by execution of this Agreement, that they have no interest, present or
contemplated, in the projects affected by this Agreement. Contractor further warrants that
neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have
any ancillary real property, business interests or income that will be affected by this Agreement
or, alternatively, that Contractor will file with the City an affidavit disclosing this interest.
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 services 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 that the services required
by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all 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 parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded 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. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded
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 of the
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.
City Attorney Approved Version 9.22.10
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 of the
percentage of work 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.
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 of this 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 otherwise 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 seq..
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.
City Attorney Approved Version 9.22.10
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.
III
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City Attorney Approved Version 9.22.10
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
Delaware corporation
*By: <7/>
(sign here)
(print name/title)
(sign here)
William E. Garrett/Assistant Secretary
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
Gity Memogcr or Director
ATTEST:
LORRAINE M. WOOD
City Clerk
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:
RONALD R. BALL, City Attorney
Bv: M). I &„
Deputy City Attorney
8
City Attorney Approved Version 9.22.10
Exhibit "A"
AECOM
Design + Planning
1420 Kettner Boulevard, Suite 500, San Diego. California 92101
T619.233.1454F619.233.0952www.edaw.com
January 21, 2011
John Cahill
Planning and Programs
City of Carlsbad
1635 Faraday Avenue
Carlsbad, California 92008
Subject: FEMA Scope Items Related to the Agua Hedionda and Calavera Creeks Channel Dredging
and Improvements Project
Dear Mr. Cahill,
AECOM Design + Planning has prepared this amendment to Contract PWENG747 to provide additional services
related to the Conditional Letter of Map Revision (CLOMR)/Letter of Map Revision (LOMR) submittals for the City
of Carlsbad. The proposed work is needed to address additional comments from the Federal Emergency
Management Agency (FEMA) on the final submittal and finalize the LOMR for the Agua Hedionda and Calavera
Creeks.
As discussed during our (Jennifer Guigliano (AECOM), John Cahill (City of Carlsbad), and Chris Herencia (Brown
and Caldwell)) conference call on January 10, 2011, FEMA requested the following to complete their review of
the hydraulic models (HEC-RAS project files) for the subject project:
1. Provide a chronological accounting of all 100-Year discharge (Q100) volumes, particularly the origin and
relevancy of the numbers.
2. Provide additional mapping to support the hydrologic model provided from the Rick Engineering
Company report, "Rancho Carlsbad Mobile Home Park Preliminary Alternative Analysis for Agua
Hedionda Channel Maintenance (dated January 2002)".
3. Remove extraneous cross-sections from the submitted Calavera Creek HEC-RAS hydraulic model and
reflect the newly published and approved mapping as represented by the FIRM MAP, Panel Number
0276P-060285-1021AC.
4. Provide official FEMA computational tables with required data input for both the Agua Hedionda and
Calavera Creeks. This data is required as a means to check the existing versus proposed change in
flood elevation.
5. Provide tie-in points for the Agua Hedionda HEC-RAS model to tie-in to the newly published and
approved mapping as represented by the FIRM MAP, Panel Number 0276P-060285-1021AC.
6. Revise the encroachment analysis (an internal component of the HEC-RAS model) for both the Agua
Hedionda and Calavera Creeks HEC-RAS models to reflect a smooth transition from proposed model to
existing conditions. This encroachment revision is a requirement due to the newly published mapping.
Modify ineffective flood flow conditions in the requested cross-sections. This is to fit new Floodway
mapping.
Mr. John Cahill
January 21,2011
Page 2
As a result of the supplemental FEMA comments received by Brown and Caldwell and subsequent discussions
with FEMA representatives, Brown and Caldwell has identified the following additional scope of services to
address their request:
1. Brown and Caldwell has a good understanding of what FEMA has requested. As such, a concise
chronological accounting of data will be provided, including sup-porting documents and/or attachments.
This will not be a letter report; however, it will provide sufficient information for the FEMA reviewer to
understand the origins of the data and how it was utilized in our submittal. Please be aware that this
supporting information was submitted in the original documentation and will be referenced in our
response. (It is estimated that compilation of the information will take 3 hours to complete.)
2. Per discussion with FEMA, the reviewer understands that the Rick Engineering Report is a supporting
document. Brown and Caldwell will only provide the appropriate mapping that identifies the model
hydrology and a clean version of the original Quadrangle maps used by Rick Engineering that clearly
depict the floodway. (It is estimated that compilation of the information will take 3 hours to complete.)
3. The original HEC-RAS models generated for the Agua Hedionda and Calavera Creeks study were based
on aerial topography. Although, the extra cross-sections do not impact the model (with respect to
hydraulics), Brown and Caldwell will remove the extraneous cross-sections as requested. However, the
HEC-RAS models must be re-run, checked for any errors and flow regime changes. HEC-RAS modeling
data and mapping will be re-submitted for FEMA review. (It is estimated that the HEC-RAS modeling
work for both creeks will take 24 hours to complete. Removal and re-generation of work maps will take 16
hours to complete.)
4. Brown and Caldwell will prepare and submit the FEMA computation tables. These FEMA tables are
generated as a review and validation check of our HEC-RAS models. (It is estimated that compilation of
the data tables will take 8 hours to complete.)
5. Brown and Caldwell will revise the tie-in points for the Agua Hedionda HEC-RAS model to better reflect
final conditions of the published FIRM MAP, Panel Number 0276P-060285-1021AC. The Brown and
Caldwell model submitted tied-in to the latest approved FEMA map published in their web site (1997
FIRM MAP). The revised FIRM MAP (the Chang study work map) was not available at the time of
original submittal. This background mapping will have to be revised and resubmitted per FEMA
requirements. (It is anticipated that the removal, replacement and re-generation of the mapping in the
work maps will be performed in conjunction with task number 3. However, it will require an additional 4
hours to incorporate background mapping into all exhibits.)
6. Brown and Caldwell will revise the encroachment analysis (an internal component of the HEC-RAS
model) for both the Agua Hedionda and Calavera Creeks to reflect a smooth transition from proposed
model to existing conditions. In addition, ineffective flow modification will be performed in the cross-
sections. (It is anticipated that the HEC-RAS modeling work will be performed in conjunction with task
number 3. However, it will require an additional 4 hours to recalculate ineffective flow for cross-sections
identified by FEMA. Review (QA/QC) time of 4 hours, as well as, management time (2 hours) has been
incorporated into the estimate.).
This scope has been prepared to complete these tasks as Amendment 1 to PWENG747. As shown below,
Table-1 provides the labor hours, rates and direct costs.
ATCOM
Mr. John Cahill
January 21,2011
Page 3
TABLE -1
PROJECT STAFF:
EDAW
Senior Project Manager
Administrative
Other Direct Costs
EDAW Subtotal
B&C
Project Manager/Sup Engr.
Senior Engineer
Engineerlll
ST. Analyst/Developer
Hydrpgeqlpgist II
WP/Proj. Assistant
Other Direct Costs
B&C Subtotal
Subconsultant Markup
TOTAL
Mrs
0
0
0
22
28
0
20
0
2
72
Rate
190
95
171.00
146.00
130.00
110.00
110.00
79.00
10%
Sub
Total
0
0
3,762.00
4,088.00
0.00
2,200.00
0.00
158.00
250.00
Total
0
0
10,458.00
$1,046.00
$11,504.00
As shown, the estimated cost for the proposed scope is $11,504. We appreciate your consideration of this
request. If you have any questions, please call me at (619) 233-1454.
Sincerely,
*
Jennifer Guigliano, CESSWI, CPESC, CPSWQ, REA
Associate Principal
ATCO/V1