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HomeMy WebLinkAboutASM Affiliates; 2005-05-02;AGREEMENT FOR PROFESSIONAL RESEARCH SERVICES (ASM AFFILIATES) THIS AGREEMENT is made and entered into as of the day of ka-9 - , 2005 , by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the City of Carlsbad, referred to as (IICMWD’I), and ASM AFFILIATES, a California corporation, (“Contractor”). RECITALS CMWD requires the professional services of a contractor that is experienced in historical documentation and evaluation. 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, CMW D 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. above written. Term. This Agreement will be effective for a period of one (1) year from the date first 3. Compensation. The total fee payable for the Services to be performed will be four thousand nine hundred sixty dollars ($4,960). 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 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 in whole or in part by any willful misconduct or negligent act or omission 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. General Counsel Approved Version #04.04.02 1 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 rating in the Best’s Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the General Counsel or the Executive Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the CMWD by certified mail. CMWD and the City of Carlsbad will be named as additional insureds on General and Automobile liability. Contractor will furnish certificates of insurance to CMWD, with endorsements to CMWD prior to CMWD’s execution of this Agreement. 7. Conflict of Interest. CMWD will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and CMWD’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 employees, agents, or subcontractors will complete and file with the Secretary of the Board those schedules specified by CMWD and contained in the Statement of Economic Interests Form 700. 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, gt seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the Carlsbad Municipal Water District to terminate this Agreement. 11. Venue and Jurisdiction. 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. monies due or to become due under it, without the prior written consent of CMWD. Assiqnment. Contractor may assign neither this Agreement nor any part of it, nor any 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. ... ... ... ... General Counsel Approved Version tt04.04.02 2 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 *By: ASM AFFILIATES, a California comoration John R. Cook, President (print namekitle) (e-mail address) John R. Cook, Secretary (print n amehitle) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the City of Carlsbad - -. Executivd Manager ATTEST: LORRAINE M. WOOD Secretary (e-mail address) 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 off icer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel General Counsel Approved Version #04.04.02 3 EXHIBIT "A It 2034 Corte Del Ncgal Carlsbad, California 92009 760-804-5757 76C-804-5755fax ASM f iliates 260 S. Los Robles Ave.. Suite 31 1 Pasadena, California 91101 63 Keystone Ave.. Ste. 206 Reno. Nevada 89503 626793-7395 775-324-6789 6267982OOSfax 775-324-6784fax ~ ~~ archaeology history7ethnography e January 31, 2005 Mr. Paul Klukas Planning Systems 1530 Faraday Avenue, Suite 100 Carlsbad, California 92008 Re: Proposal for documentation and evaluation of the Calavera Dam Intake/Outflow tower Dear Mr. Klukas, ASM Affiliates, Inc. is pleased to present this proposed scope of services and budget for the historical documentation and evaluation of the Calavera Dam intake tower in Carlsbad, California for the proposed Calavera Dam Remedial Improvements project. The purpose of the evaluation is to assess the eligibility of the structure to the California Register of Historic Resources (California Register) and to the National Register of Historic Places (National Register). We will also create a permanent record if existing documentation of the intake structure and determine of existing archival sources constitute adequate documentation for mitigation of impacts. These data will be provided to you for compliance with the California Environmental Quality Act and for Section 106 of the National Historic Preservation Act. Dr. Sinbad Ni Ghabhlh will conduct the field and archival research and will be the principal author on the report. Scope of Services r* I The investigations will include a field visit to the Calavera dam to document the Intake/Outflow structure. Detailed photographs will be taken of the structure from a variety of angles. An archival search will then be conducted at the Carlsbad Municipal Water District (CMWD) to assemble all data relating to the structure. This will include all construction plans, historical photographs and other documentary sources pertaining to the planning, construction and maintenance of the Calavera Dam. These data will be compiled for a Historical Evaluation Report. This will include a management summary, followed by a description of the project and an historic context for the Calavera Dam. The intakeloutflow tower will be described and evaluated to both the California Register and the National Register. The report will include reproductions of all plans and historical photographs of the tower that are found during the archival search. As an appendix, a California State Parks and Recreation Building Structure and Object form will be prepared for submittal to the South Coastal Information Center, San Diego. ASM will coordinate with the Army Corps of Engineers during the review of the evaluation report to ensure compliance with Section 106 of the National Historic Preservation Act. Mr. Paul Klukas January 31.2005 Page 2 of 2 Deliverable An Historical Evaluation report will be prepared, draft copies of which will be provided for review to Planning Systems, the Carlsbad Municipal Water District and the Army Corps of Engineers. Revisions to the report will be made within one week of receipt of comments. Once accepted, final copies of the evaluation report will be provided in both hard copy and in PDF format on CD. Schedule A draft report will be submitted within two weeks of the notice to proceed. Final report preparation will take one week from receipt of comments on the draft report. Budget The total cost for the historical evaluation is $4,959. This is on a time and materials basis, not to exceed this amount without prior notice. Please call if you have any questions. We look forward to working with you on this project. Sincerely yours, JohnR. Cook, RPA President If scope and terms of proposal are acceptable, please sign and date below. Upon receipt of signed contract, we will proceed with work. Planning Systems: Signature Date Signed by (Please print) Title (Please print) Cost Estimation Form Project: Evaluation of the Lake Caiavera Reservoir Intake Tower Pref iel d Project Manager Principal Investigator Record Searches Other Expenses Fieldwork Project Manager Principal Investigator Mileage Expenses Archival Principal Investigator Expenses Report Preparation Project Manager Principal Investigator Cartographer Word Processor Editor Expenses Rate Units Total 0.00 80.00 3.00 240.00 0.00 0.00 Subtotal 0.00 80.00 4.00 320.00 0.24 40.00 9.60 20.00 1 .oo 20.00 Subtotal $240.00 $349.60 80.00 8.00 640.00 25.00 0.00 Subtotal $640.00 Rate Units Total 90.00 1 .oo 90.00 80.00 38.00 3,040.00 55.00 4.00 220.00 45.00 4.00 180.00 50.00 2.00 100.00 100.00 1 .oo . ioo.00 Subtotal $3,730.00 Total Estimated Cost Page I $4,959.60 $4,959.60