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HomeMy WebLinkAboutD A Hogan and Associates Inc; 2015-03-25;AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES D.A. HOGAN & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the e2S^ day of AlarcA , 20 by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and D. A. Hogan & Associates, Inc. ("Contractor"). RECITALS A. City requires the professional sen/ices of a consultant that is experienced in professional consulting services for synthetic turf replacement. B. Contractor has the necessary experience in providing professional sen/ices and advice related to preparation of a typical set of drawings and specification suitable for competitive bidding including a list of basic improvements and additional improvements to be considered depending upon available funding. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the 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. 4. TIME IS OF THE ESSENCE Time is ofthe essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the inttial Agreement term not-to- exceed thirty thousand dollars ($30,000). 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 resutt to be accomplished, but will consutt 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 entttled. 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 ofthe 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 resen/es 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 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 sen/ices 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-:VH". 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 Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single- limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limtt. 10.1.2 Automobile Liabilitv. (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 Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life ofthe 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 resen/es the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activtties related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Kyle Lancaster Name Robert Harding Tftle Parks Superintendent Tftle Principal Department Parks & Recreation Address 119 1^' Avenue South, Suite 110 Citv of Carisbad Seattle, WA 98104 Address 799 Pine Avenue Phone No. 206-285-0400 Carisbad, CA 92008 Email bobh@dahogan.com Phone No. 760-434-2826 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 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance ofthe 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 ofthe requirements ofthe Immigration Reform and Control Act of 1986 and will comply wfth those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will compiywith all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance ofthe Sen/ices the following procedure will be used to resolve any questions of fact or interpretation not othenwise 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 fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action ofthe City Manager will be binding upon the parties involved, although nothing in this procedure will prohibft 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 Sen/ices, City may terminate this Agreement for nonperformance by notifying Contractor by certifled mail of the termination. If City decides to abandon or indeflnitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notiflcation 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 flnal payment ofthe Agreement. Efther 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 ft in order for proper fliing and closing and deliver ft 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 flnal 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 solicft or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona flde employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resufting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement wtthout liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount ofthe 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 anflcipation of lifigation or in conjuncfion with lifigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance ofthe false informafion or in reckless disregard ofthe truth or falsity of informafion. If City seeks to recover penalties pursuant to the False Claims Act, ft 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 efther ofthe parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of ft nor any monies due or to become due under it may be assigned by Contractor wtthout the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together wfth any other written document referred to or contemplated by ft, along wfth the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of ft. In case of conflict, the terms of the Agreement supersede the purchase order. Nefther this Agreement nor any of its provisions may be amended, modifled, waived or discharged except in a wrifing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behaft of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and condttions of this Agreement. CONTRACTOR By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California City Nj^hagor ofMayor or Division Director as authorized by the City Manager Chris Hazeltine ATTEST: BARBARA ENGLESi^N <iiycyf ity Clerk if required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporafion. Agreement must be signed by one corporate officer from each ofthe 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. BREWEB, City Attorney BY: WELLS FARGO Acknowledgment by Individual State of County of On this 6 day of 20 IS' . before me, -^0^1 • T^focvA^ng/ Name of Notary Public the undersigned Notary Public, personally appeared Name ofSigner(s) O Proved to me on the oath of O Personally know/n to me Otfiroved to me on the basis of satisfactory evidence _ {Description of ID) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged that he/she/they executed it. WITNESS my hand and official seal * to NOTARY l(p\, PUBLIC = My commission expires Signature of Notary Public) Description of Attached Document Type or Title of Document Optional: A thumbprint is only needed if state statutes require a thumbprint. Right Thumbprint of Signer Top of thumb here 4^ Document Date I 3/2//<r Numberof Pages Signer(s) Other Than Named Above Scanner Enabled Stores should scan this forni Manual Submission Route to Deposit Operations DSGS350(ltev01-01/15) -00000DSG5350-01 EXHIBIT "A" SCOPE OF SERVICES 1.1 PHASE 1 - GENERAL SERVICE AND SCHEMATIC DESIGN PHASE A. Prepare a proposed design and construcfion schedule for review and approval by the owner. B. Confirm design program elements and areas of responsibility with Owner. C. Provide one (1) complete set of documents upon complefion of each phase of the work. D. Participate in City staff. Project Manager, and Field Committee planning meetings to establish a final scope of work and construction for the project if requested. E. Review of current turf products available in the marketplace. F. Prepare preliminary design and drawing preparafion including field layout. G. Prepare preliminary construcfion specificafions for all applicable work items. H. Calculafion of inftial construcfion cost esfimates I. Consultafion to Owner as requested. J. Obtain Owner's written approval ofthe Schematic Design before proceeding with the Construction Document Phase. 1.2 PHASE 2 -CONSTRUCTION DOCUMENT DESIGN PHASE A. Final design of all systems and components including: 1. Field Site Plan and Layout 2. Field Layout and Synthetic Surfaces Composite Plans 3. Coordinafion with other related disciplines. B. Working drawings and construcfion details. C. Construction specificafions D. Bid documents. It is assumed the project will be competftively bid. E. Update construction esfimates as appropriate. Configure pricing documents to keep project within estimated MACC. 1.3 PHASE 3-BIDDING A. Attend Pre-Bid Review with prospecfive bidders. B. Respond to quesfions by vendor and subcontractors. C. Issue informafion for inclusion with addendum(s) as may be appropriate. D. Review of bids received, consultation and recommendations to Owner for award of applicable items. 1.4 PHASE 4- CONSTRUCTION PHASE A. Attend pre-construction conference B. Endorse for approval or disapproval all materials and equipment submitted by the Contractor. C. Conduct surveillance of construction to include periodic visits to the site to obsen/e the progress and quality of the work. During periods of active construction, complete a daily inspection and obsen/ation of the work. Owner's representafive to attend where feasible. It is anticipated construction will require 6 weeks and inspecfions as follows: 1. At complefion of turf removal and evaluation of base. Confirm permeability of base aggregates. 2. At complefion of finish grading of base and repair of perimeter edge anchor 3. During seaming/installafion of turf 4. Complefion of markings/prior to installation of infill 5. At complefion of infill (Punch List Inspecfion) D. Monitor construction progress and quality wfth decisions relafive to contract performance. Document all progress wfth reports as appropriate. E. Issue instructions for and of the Owner to the Contractor and prepare RFI, field directives and changes orders, if applicable. F. Guard the Owner against deficiencies in the work and approve or disapprove work in conformance wfth the contract documents. G. Keep the Owner advised as to the progress of the work. H. Assure for the Owner that the completed project will conform to the requirements of the contract documents. I. Complete substantial complefion inspecfion and generate and distribute discrepancy (punch list) items. J. Processing of contract progress payment requests. K. Final inspection and certification of complefion. 1.5 WORK NOT INCLUDED A. Full-fime, on-site inspecfion B. Construction site survey and construction control bench marks C. Cost of printing of review, bidding, and distribution costs D. Permft and Plan Check fees assessed by permft authorities. E. Laboratory charges for construction testing 1.6 OWNER'S RESPONSIBILITIES A. Assist the Consultant by placing at his disposal all available informafion pertinent to the site. B. Advertise for proposals from bidders and administer the opening of bids. C. Prepare such legal, accounfing and audifing services as may be required by the Owner. D. With the assistance ofthe Consultant, obtain approval ofall governmental authorities that have jurisdiction over the project. E. Designate a person to act as Owner's Representative. 1.7 CONSTRUCTION BUDGET A. The maximum allowable construcfion (MACC) budget for the project is estimated to be approximately $840,000. Total is exclusive of sales tax, design fees,survey, geotechnical investigation, permitting, construction testing, administrative and associated costs. 1.8 COMPENSATION AND PAYMENT TO CONSULTANT A. We offer a lump-sum fee for all basic scope work as follows: Schemafic Design through Closeout $25,000 B. All Contractor construction negofiations and change order processing within original scope of project is included in this amount. C. An allowance of $3,500 is requested for miscellaneous reimbursable expenses during the project including printing of muftiple copies, expedited delivery or other similar out of pocket expenses and travel expenses for 7 trips to the site. Costs will be shared with other projects to the greatest extent practical. D. Progress payment for Consufting work to be as follows: Complefion of Phase 1 $4,000 Complefion of Phase 2 $8,500 Complefion of Phase 3 $610 Complefion of Phase 4 $10,400 Complefion of Phase 5 $1.490 Total $25,000 E. Compensation for addftional sen/ices that may be requested by the Owner, including expert witness in the event of any litigafion, shall be as follows: Principal Engineer/Landscape Architect $160.00 per hour Associate Principal Landscape Architect $140.00 per hour Landscape Architect $90.00 per hour Landscape Designer $85.00 per hour Technical Staff $85.00 per hour Administrative $50.00 per hour F. Expenses, oufiined in paragraph 1.5 plus contracfing, laboratory tesfing for construction quality control, etc., as requested and authorized by Owner to be paid by our firm shall be reimbursed at actual cost plus 10% administrative fee.