Loading...
HomeMy WebLinkAboutCH2M Hill Inc; 2009-10-07; PWENG712PWENG712 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO 1 KELLY DRIVE CHANNEL REPAIR PROJECT NO. 6606 This first Project Task Description and Fee Allotment, is entered into on 3u(<j[ 3Oy <^Lo/Q , pursuant to an Agreement between CH2M WLL, Inc., a Florida corporation, ("Contractor") and the City of Carlsbad, ("City") dated October 7, 2009, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated July 31, 2010, ("proposal"), attached as Appendix "A" for the Kelly Drive Channel Repair, (the "Project"). The Project services shall include design and preparation of plans, specifications, and cost estimates. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Engineer and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within nine (9) months thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $37,928.50. City Attorney Approved Version #07.24.02 TABLE 1 FEE ALLOTMENT PLANS, SPECIFICATIONS, AND ESTIMATES KELLY DRIVE CHANNEL REPAIR, PHASE 2 TASK GROUP Preparation of plans, specifications, and estimates TOTAL (Not-to-Exceed) LUMP SUM FEE $37,928.50 $37,928.50 Executed by Contractor this "1 lr)\ /(odav of/ CONTRACTOR: itifemift corporationCH2M HILL (name'oTi Bv: l\ Inc (print name/title) (e-mail address) , 2010. CH2M HILL. Inc.. a California corporation (name of Contractor) (sign here) (print name/title) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column 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. CIT ARLSBAD^-a-rnunicipal corporation of the State of California Date:_ Cit^ngineer ofAuthorfzed Signatory APPROVED AS TO FORM: , City Attorney g£ peptrty City Attorney City Attorney Approved Version #07.24.02 CH2MHILL SECRETARY CERTIFICATE I, Paula W. Chase, Assistant Corporate Secretary of CH2M HILL, Inc., hereby certify that the following is a resolution adopted by the Board of Directors by Unanimous Written Consent on April 24, 2003. I further certify that said resolution is in full force and effect as of February 5, 2008: BE IT RESOLVED that the authority to execute, on behalf of this corporation, or any of its affiliates or sub- sidiaries, agreements pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation. BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name and title to execute agreements. BE IT FURTHER RESOLVED that the authority to execute, on behalf of this corporation, or any of its affiliates or subsidiaries, agreements other than those pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation, Regional Business Managers, Assistant Regional Business Managers, Office Service Supervisors, Regional Human Resource Managers, Senior Contract and Contract Administrators, Regional Publications Managers, Regional Administrative Specialists, Market Segment Leaders, Practice Directors, Corporate Department Managers, Manager of Purchasing, Manager of Facilities, Manager of Field Equipment Programs, Assistant Corporate Administrative Manager, Recovery Rate Administrator; and Corporate IT Staff, as specifically authorized by the President or Chief Financial Officer. BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements other than those pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name to execute agreements. I further certify that Fred Soroushian is a Business Vice President and Designated Manager of CH2M HILL, Inc., and has been granted authority in accordance with the above resolution. Dated this 5th day of February, 2008. Paula W. Chase, Assistant Secretary State of Colorado County of Douglas Subscribed and sworn to before me by Paula W. Chase, known to me to be the Assistant Secretary of CH2M HILL, Inc., this 5th day of February, 2008. D./Y\ Notary Public My commission empires: July 17, 2011 EXHIBIT A CH2MHILL CH2M HILL 6 Mutton Centre Dr. Suite 700 Santa Ana, CA 92707 Tel 714 429 2000 Fax 714 424 2050 July 13, 2010 Sherri Howard City of Carlsbad Utilities Department 1635 Faraday Avenue Carlsbad, CA 92008 Subject: Proposal for Kelly Drive Channel Repair - Phase II Dear Sherri: CH2M HILL is pleased to submit this proposal to City of Carlsbad for the Kelly Drive Channel Repair. The proposal is based on our understanding of the project as discussed with you. We have assembled a strong team with many years of storm water experience. The team will be lead by Kathleen Higgins as Project Manager. Kathleen has led many storm drain designs in the Southern California area. She will serve as the primary point of contact and coordination for CH2M HILL staff. Deanie Ding will be the project engineer and has designed numerous channel facilities in Southern California. Outlined below is our project understanding, scope of work, assumptions, schedule, fee and contract information. Project Understanding The project consists of preparing channel repair plans for the Kelly drive Channel. The project consists of extending the current channel repair project to the end of the concrete that was placed per DWG 152-8. This site consists of approximately 220 feet of channel repair. The City will provide the following information: • Channel as-built drawings • Survey information in Microstation or AutoCadd Format • Electronic copy of City base sheets Scope of Work The general tasks of this project are to prepare construction contract documents consisting of plans, specifications, and cost estimates (PS&E), for the Kelly Drive Channel Repair. This project will be delivered following the conventional design, bid, and build process utilizing a single (general) construction contractor. The project is in the City of Carlsbad and it is assumed that all public contracting requirements will be required for this project. The detailed project design work will be carried out using a phased design-delivery approach to assure a logical and progressive completion of the design work. The four phases, Project Orientation Schematic Design, Design Development and Final Design as described below will be carried out Ms. Sherri Howard Page 2 July 13, 2010 sequentially. Each phase of design will include a specific list of work products and deliverables, which are identified in the individual sections. Design review will be conducted in conjunction with the planned periodic meetings with the City's representative. Key technical staff from the CH2M HILL project team will join these meetings to discuss design criteria and address questions of the City. These meetings will be coordinated to correspond with critical design milestones as identified in the following sections. Task 1: Project Orientation and Schematic Design (30% Design) The goal of this task is to develop an understanding of the work, the needs of the City for this project and to develop the initial base mapping and geotechnical information. Subtask 1.1: Define Client Objectives, Standards, and Preferences and Obtain Existing documents An initial project meeting will be conducted with representatives of the City of Carlsbad and other stakeholders the City may invite. The purpose of this meeting is to clarify requirements of the project and to initiate productive work relationships between the City and the consultant team. Issues to be addressed at this initial meeting will include: Communications Procedures: Define the verbal and written communications practices and procedures. Discuss plans for public notification and associated coordination. City Design Criteria Standards and Preferences: Identify any City and/or permitting authority standards for design criteria. Discuss any preferred equipment types, suppliers, and vendors. Drawings: Standard drawing size/border, requirements for title sheet (for example, signatures and names), CAD software standards (including software versions), and requirements for electronic deliverables. Procurement Policies: Bidding/procurement requirements, sole source restrictions, any existing master agreement for the purchase of materials, and equipment. Standards and Policies: Provisions for known restrictions due to traffic, noise, or labor agreements. Requirements for issues like site security and parking. Project Meetings: Tentative schedule, location, and topics for monthly project meetings. Project Schedule: Provide and discuss the initial project schedule, including identification of major project milestones and deliverables. Obtain Exisitng Information o Records and Documents: Obtain and review records and documents from the City including available digital base maps, Contract Document and Specification criteria, Drainage Design Manual, Construction Manual, and Traffic Control Guidelines. o Utilities: Research available information regarding utility locations adjacent to the channel. The location of utilities will be determined based on records and field markings available and/or provided by the responsible utilities. All correspondence associated with utility research and coordination will be copied to the City. Subtask 1.2: Field Verification A field review of the project site will be performed to identify site conditions and utility information. Subtask 1.3: Geotechnical Review Collect and review pertinent as-built drawings, applicable geotechnical reports, geological and seismic maps, and published literature. We assume applicable geotechnical reports, specific to the design of the channel, will be supplied by the City and is adequate for the proposed scope of work. Ms. Sherri Howard Page 3 July 13,2010 Engineering Analyses: Based on the available geotechnical information and data collected, geotechnical recommendations would be developed for the design. The recommendations would include soil classification, lateral earth pressures, backfill and earthwork considerations. No additional fieldwork is anticipated. Geotechnical Design Memo: One brief Geotechnical Design Memo will be prepared summarizing the findings and will present recommendations for the proposed improvements. Subtask 1.4: Project Management Plan The purpose of this task is to prepare the detailed project management plan that will be used during the execution of this project work. Specific elements of the plan will include: - Project Instructions: Define client and CH2M HILL project organization, communication, project cost control procedures, document control, health and safety considerations, change management and other project management requirements. CAD/CAE Standards: Document CADD standards and requirements identified under Subtasks 1.1 and 1.2 above. Augment with CH2M HILL standards as required. Quality Management Plan: CH2M HILL will use its standard continuous quality control process. The QMP will define the quality control process customized for this project. - Project Health and Safety Plan: CH2M HILL will develop a health and safety plan to apply to all employees working on this project. It will address safety during field operations and in the office, and include specific requirements by the City. Subtask 1.5: Review Survey and Basemap Set-up A topographical survey map for the project site will be provided to CH2M HILL by the City. This task involves incorporating survey information into project base mapping, setting up intial drawings, and coordinating with existing City plans. . Task 2: Design Development (50% Design) The purpose of this task is to complete and finalize the preliminary design layout and develop the project design to achieve a true "design freeze" at the conclusion of this phase. Limits of the channel repair and configuration of structures are finalized during this phase to allow final detailing in the next phase of design. Specific activities and work products from this phase are described in the following subtasks: Subtask 2.1: Design Management Update workplan Subtask 2.2: Civil Define contractor staging, storage, access, and offsite access corridors Create site-drawing files and layout sheet and title sheet for final design Prepare first draft of technical specifications Subtask 2.3: Utility Coordination Provide information regarding the alignment, construction requirements, and supporting design information to applicable Utility Agencies and City departments within the City of Carlsbad. Subtask 2.4: Design Development Submittal The products associated with Subtasks 2.1 through 2.3above will be assembled and submitted to the City for review. Comments received will be incorporated into the final design. Ms. Sherri Howard Page 4 July 13, 2010 Task 3.0: Final Design (100% Design) The purpose of this task is to develop the final contract drawings, specifications, and schedules for competitive bidding. Key activities during this phase will include: Subtask3.1: Design Management - Update work plan Subtask 3.2: Contract Document Completion Design any special features required beyond standard configurations available from the City or CH2M HILL. Incorporate design details into plans. Prepare final construction drawings. It is assumed 3 drawings ( 1 title sheet, 1 plan sheet (20 or 40 scale), 1 detail sheet). Prepare final technical specifications. Prepare final calculations. Coordinate with the City on bidding process. Subtask 3.3: Utility Coordination Provide preliminary project drawings to applicable utiltiy agencies and provide clarifications. Subtask 3.4: Final Design Submittal The draft final contract documents (90 percent) will be assembled and submitted to the City for review at least 1 week prior to the Final Review Workshop. Subtask 3.5: Final Review Workshop CH2M HILL will conduct a 2-hour workshop to performthe final review of the work products (90 percent design review) with representatives of the City. The workshop will be held at the City's offices in Carlsbad. Final workshop minutes documenting the key decisions and responses to the City's comments will be submitted. Subtask 3.6: Incorporation of Final Review Comments CH2M HILL will modify the contract documents to reflect all agreed upon final review comments from the City, and applicable regulatory agencies. The final documents will then be submitted to the City (100 percent design). Subtask 3.7: Cost Estimate Prepare a detailed cost estimate based on the final project design and standard estimating practice. The estimate will be prepared in accordance with the guidelines of the AACE (Association for the Advancement of Cost engineering) International. The typical expected accuracy ranges for this class estimate are -3% to -10% on the low side, and +3% to +15% on the high side. Subtask 3.8: Final Contract Documents Provide to the City one set of full size (34"x 22") drawings on mylar and one set of specifications on 8.5"x 11" bond paper. Task 4.0: Project Management Preparation of project invoices and other administrative actions to support this contract will be performed as part of this task. Ms. Sherri Howard PageS July 13, 2010 Assumptions CH2M HILL's four-phase design delivery process will be employed. With the exception of the final review, the project team will not stop during formal reviews of submittals. The design will be based on the federal, state, and local codes and standards in effect on the effective date of the authorization to proceed. The design documents will be prepared for a single construction contract. All permitting will be performed by the City of Carlsbad. Survey will be performed by the City of Carlsbad. Project design work is to commence in August 2010 and will be ready for bidding in March, 2011. - City Master Specifications will be used where available, and elsewhere CH2M HILL Master Specifications will be used. - Drawings will be prepared using Microstation, version V8 or AutoCADD 2008 and CH2M HILL's CADD standards . Specifications will be prepared using Microsoft Word, version 2007. Reproduction of final drawings and specifications will be performed by the City. Review submittals for will provided to the City via email as PDF files. The final Geotech memo will be provided to the City via email as a PDF file. Schedule After Notice-to-Proceed, CH2M HILL anticipates closely working with the City and completing the project as outlined in the attached schedule. Fee CH2M HILL proposes to complete the aforementioned scope of work on a time and materials basis with a not-to-exceed fee of $37,929 as detailed in the cost breakdown attached. Contract This work will be performed as a task order under our Master Agreement for Professional Storm Water Services dated December 7, 2009. We look forward to working with you on the project. If you have any questions, please call Kathleen Higgins at (714) 435-6161. Enclosures Page 1 of4 Kelly Drive Channel Repair Labor Hours/Price Lowest Tasks, All Budgets, without Budget Subtotals, without Period Subtotals, without Estimating Frequency Subtotals CH2MHILL Description Bill Rate Hours Amount Top Task TT Task TT.T1.01 - Define Client Objectives, Standards, and Preferences Principal Project Mgr/Principal Consultant 232.00 Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T1.01 - Define Client Objectives, Standards, and Preferences Task TT.T1.02 - Field Verification Sr. Technician I Task Manager/Project Eng/Assistant Project Mgr 140.00 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T1.02 - Field Verification Task TT.T1.03 - Geotechnical Review Associate Engineer/Assoc. Scientist/Assoc. Planner Sr. Project Manager/St. Technologist 160.00 213.00 Subtotal for Labor Total Other Direct Expenses Subtotal for Other Direct Expenses Subtotal for Costs Subtotal for TT.T1.03 - Geotechnical Review Task TT.T1.04 - Project Management Plan Administration/Accounting Principal Project Mgr/Principal Consultant 96.00 232.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T1.04 - Project Management Plan Task TT.T1.05 - BaseMap Sr. Technician I Task Manager/Project Eng/Assistant Project Mgr 140.00 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T1.05 - BaseMap Task TT.T2.01 - Design Management Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor 4 16 20 20 20 6 6 12 12 12 10 2 12 12 12 2 4 6 6 6 10 4 14 14 14 2 2 928.00 2,560.00 3,488.00 3,488.00 3,488.00 840.00 960.00 1,800.00 1,800.00 1,800.00 1,600.00 426.00 2,026.00 17.50 17.50 2,043.50 2,043.50 192.00 928.00 1,120.00 1,120.00 1,120.00 1,400.00 640.00 2,040.00 2,040.00 2,040.00 320.00 320.00 13-Jul-2010 06.42:21 PM Pagel of 4 7/13/2010 Page 2 of4 Kelly Drive Channel Repair Labor Hours/Price Lowest Tasks, All Budgets, without Budget Subtotals, without Period Subtotals, without Estimating Frequency Subtotals CHZMHILL Description Bill Rate Subtotal for Costs Subtotal for TT.T2.01 - Design Management Task TT.T2.02 - Civil Sr. Technician I 140.00 Task Manager/Project Eng/Assistant Project Mgr 1 60.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T2.02 - Civil Task TT.T2.03 - Utility Coordination Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T2.03 - Utility Coordination Task TT.T2.04 - Design Development Submittal Sr. Technician I 140.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T2.04 - Design Development Submittal Task TT.T3.01 - Design Management Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.01 - Design Management Task TT.T3.02 - Contract Document Completion Principal Project Mgr/Principal Consultant 232.00 Sr. Project Manager/St. Technologist 213.00 Sr. Technician I 140.00 Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.02 - Contract Document Completion Task TT.T3.03 - Utility Coordination Sr. Technician I 140.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.03 - Utility Coordination Hours 2 2 20 4 24 24 24 2 2 2 2 2 2 2 2 2 2 2 2 2 6 42 24 74 74 74 2 2 2 2 Amount 320.00 320.00 2,800.00 640.00 3,440.00 3,440.00 3,440.00 320.00 320.00 320.00 320.00 280.00 280.00 280.00 280.00 320.00 320.00 320.00 320.00 464.00 1,278.00 5,880.00 3,840.00 11,462.00 11,462.00 11,462.00 280.00 280.00 280.00 280.00 Task TT.T3.04 - Final Design Submittal 13-Jul-2010 06:42:21 PM Page 2 of 4 7/13/2010 Page 3 of4 Kelly Drive Channel Repair Labor Hours/Price Lowest Tasks, All Budgets, without Budget Subtotals, without Period Subtotals, without Estimating Frequency Subtotals CH2MHILL Description Bill Rate Sr. Technician 1 140.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.04 - Final Design Submittal Task TT.T3.05 - Final Review Workshop Principal Project Mgr/Principal Consultant 232.00 Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.05 - Final Review Workshop Task TT.T3.06 - Incorporation of Final Review Comments Principal Project Mgr/Principal Consultant 232.00 Sr. Technician I 140.00 Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.06 - Incorporation of Final Review Comments Task TT.T3.07 - Cost Estimate Project Manager/Sr. Engineer/Sr. Scienitst 196.00 Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Subtotal for Costs Subtotal for TT.T3.07 - Cost Estimate Task TT.T3.08 - Final Contract Documents Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Total Other Direct Expenses Subtotal for Other Direct Expenses Subtotal for Costs Markups on Expenses Subtotal for Markups Subtotal for TT.T3.08 - Final Contract Documents Task TT.T4 - Project Managment Administration/Accounting 96.00 Principal Project Mgr/Principal Consultant 232.00 Task Manager/Project Eng/Assistant Project Mgr 160.00 Subtotal for Labor Hours 2 2 2 2 4 4 8 8 8 1 16 12 29 29 29 4 4 8 8 8 4 4 4 4 8 4 6 18 Amount 280.00 280.00 280.00 280.00 928.00 640.00 1,568.00 1,568.00 1,568.00 232.00 2,240.00 1,920.00 4,392.00 4,392.00 4,392.00 784.00 640.00 1,424.00 1,424.00 1,424.00 640.00 640.00 50.00 50.00 690.00 5.00 5.00 695.00 768.00 928.00 960.00 2,656.00 13-Jul-2010 06:42:21 PM Page 3 of 4 7/13/2010 Page 4 of4 Kelly Drive Channel Repair (jj| CHZIVIHILL Labor Hours/Price ^i* Lowest Tasks, All Budgets, without Budget Subtotals, without Period Subtotals, without Estimating Frequency Subtotals Description Bill Rate Hours Amount Subtotal for Costs 18 2,656.00 Subtotal for TT.T4 - Project Managment 18 2,656.00 Subtotal for TT 241 37,928.50 Grand Total 241 37,928.50 13-Jul-2010 06:42:21 PM Page 4 of 4 7/13/2010 PWENG712 MASTER AGREEMENT FOR PROFESSIONAL STORM WATER SERVICES (CH2M HILL, INC.) THIS AGREEMENT is made and entered into as of the 7 day of , 2009, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and CH2M HILL, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering consultant that is experienced in storm water. B. The professional services are required on a non-exclusive, project-by- project basis. C. Contractor has the necessary experience in providing professional services and advice related to storm water. D. Selection of Contractor is expected to achieve the desired results in an expedited fashion. E. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 three (3) years starting December 6, 2009. City Attorney Approved Version #04/03/02 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 4 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Public Works Director or Deputy City Engineer, as his designee. The Public Works Director or Deputy City Engineer, as his designee will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred fifty thousand dollars ($150,000) per Agreement year. The total amount of the Agreement shall not exceed four hundred fifty thousand dollars ($450,000) for the complete Agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager, or Public Works Director, as his designee, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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. City Attorney Approved Version #04/03/02 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 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. 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-:V". 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. City Attorney Approved Version #04/03/02 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 and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance 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. 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. City Attorney Approved Version #04/03/02 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: Name William Plummer Title Deputy City Engineer Dept Public Works - Design Division CITY OF CARLSBAD Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. (760) 602-2768 For Contractor: Name Title Kathleen Higgins Client Service Manager CH2M HILL, INC. Address 6 Hutton Centre Drive, Ste. 700 Santa Ana, CA 92707 Phone No. (714)435-6191 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. City Attorney Approved Version #04/03/02 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. 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. 6 City Attorney Approved Version #04/03/02 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 #04/03/02 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 #04/03/02 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. Executed by Contractor this /day of A-uc , 20_6_3_. CONTRACTOR: CH2M Hill, Inc., a CITY OF CARLSBAD, a municipal corporation of the State of California City Manager or Mayor (pint name/title) 0(9 JiM . ATTEST' (e-mail address) (sign here)LORRAINE/^1. lt (print name/title) (e-mail address) (Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, document must be signed by one from each column: Column A Chairman, president or vice-president Column 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.) CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY:^£ Deputy City Attorne City Attorney Approved Version #04/03/02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Date personally appeared Name(s) of Signer(s) Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personj#fwhose namejiafTs/ajesLibscribed to the within instrument and acknowledged to me that he/,she7tb«y executed the same in hisZh^f^helf authorized capacityj>ag£ and that by his/b^Jbgffsignature^gfon the instrument the personj^C or the entity upon behalf of which the personj^af acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my SncTofflfcial seal. hough the information below /s not required by law, it may prove valuable to persons relying on the document - and could prevent fraudulent removal and reattachment of this form to another document. Signatu OPTIONAL (. -agnature of Notary Public Descriptioivpf Attached Document Title or Type of Docutn^nt:. Document Date:Number ojj'ages:. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other:. ^Signer's Name: ^dividual D CorpXate Officer — Title(s): D Partner^XH Limited D General D Attorney in Fat D Trustee D Guardian or Conservative D Other: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. ©2007 National Notary Association • 9350 De Soto Ave., P.O.Box 2402 • Chatswortfi, CA 91313-2402-www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 CERTIFICATE OF ACKNOWLEDGEMENT STATE OF COLORADO ) ) ss: COUNTY OF DOUGLAS ) On August 11,2009, Paula W. Chase, known to me to be the Assistant Secretary of CH2M HILL, Inc., appeared before me and signed the foregoing Master Agreement for Professional Storm Water Services between the City of Carlsbad, Public Works Department and CH2M HILL, Inc. Cheryl L jjftt, Not/y Public My Commission expires: EXHIBIT "A" Section S. Rate Schedule CH2M HILL Hourly Rates for Professionals and Technicians Classification Principal-ln-Charge/Principal Program Mgr. Principal Project Mgr/Principal Consultant/Program Mgr. Senior Project Manager/Senior Technologist Project Manager/Senior Engineer/Scientist Task Manager/Project Engineer/Assistant Prj. Mgr. Associate Engineer/Scientisf Planner Staff Engineer/Scientist/Planner Senior Contracts/Procurement Staff Contracts/Procurement Senior Technician II Senior Technician I Staff Technician/Technical Editor Junior Technician Admi nistration/Accounting Hourly Rates $240 $232 $213 $196 $185 $160 $132 $185 $132 $153 $140 $120 $96 $96 EXPENSES Expense Type Health & Safety Assessment* Auto Mileage Auto Rental Other Travel (FTR Guidelines) Equipment Rental Postage/Freight Reprographics Estimating Method Service Center Travel Travel Travel Operating Expense Operating Expense Outside Service Rate $1.75 Current IRS Rate + 10% Actual-t- 10% Actual + 10% Actual + 10% Actual + 10% Actual +10% •Assessment applies to all Health and Safety trained individuals. Section 6. Standard Contract Agreement CH2M HILL is prepared to contract with the City of Carlsbad to perform storm water services as described in the RFP. CH2M HILL is in full compliance with the conditions outlined by the City of Carlsbad and takes no exceptions to the contract. TB042009002LAC/WBG 17 CH2JMHIU.