HomeMy WebLinkAboutD.A. Hogan and Associates Inc; 2014-07-30;AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
D.A. Hogan & Associates, Inc.
THIS AGREEMENT is made and entered into as of the 30"^ day of
Tc/(c/ , 20U±_, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City^, and D.A. Hogan & Associates, Inc, ("Contractor").
RECITALS
A. City requires the professional services of a contractor that is experienced in
professional consulting services for synthetic turf replacement.
B. Contractor has the necessary experience in providing professional services 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 PERFORIVIANCE
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 of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial 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
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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 ofthis 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-iVli". 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.
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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 limit.
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.
M • 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 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 ofthis 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.
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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 Citv For Contractor
Name Kyle Lancaster Name Robert Harding
Principal, D.A. Hogan & Associates,
Title Parks Superintendent Title Inc.
Department Parks & Recreation Address 119 1^'Avenue South, Suite 110
City of Carlsbad Seattle, WA 98104
Address 799 Pine Avenue Phone No. 206-285-0400
Carlsbad, 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 Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPUANCE WITH LAWS
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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 ofthe requirements ofthe 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 whose services are
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 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 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 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 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.
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
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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 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
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 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 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.
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.
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 CITY OF CARLSBAD, a municipal
corporation of the State of California
City Attorney Approved Version 1/30/13
(sign here) jr Division Director
as authorized by the City Manager Chris Hazeltine
(print nanie/title) ^
(sign here)
(print name/title)
ATTEST:
BARBARA ENGLESO
City Clerk
[NGLESOW^ / r
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:
CELIA A. BREW^R?i;ity Attorney
Assistanf City Attorney
City Attorney Approved Version 1/30/13
EXHIBIT "A"
SCHEDULE A
SCOPE OF SERVICES
Professional Consulting Services for
Poinsettia Park Synthetic Turf Field Replacement
SCOPE OF SERVICES
1.1 PHASE 1 - GENERAL SERVICE AND SCHEMATIC DESIGN PHASE
A. Prepare a proposed design and construction 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 completion 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. Lead a turf product review of current products available in the marketplace, including on
site reviews of comparable products.
F. Prepare preliminary design and drawing preparation including field layout.
G. Prepare preliminary construction specifications for all applicable work items.
H. Calculation of initial construction cost estimates
I. Consultation to Owner as requested. Review available products/vendors and review on site
completed field in North San Diego County if 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. Coordination with other related disciplines.
B. Working drawings and construction details.
C. Construction specifications
D. Bid documents. It is assumed the project will be competitively bid.
E. Update construction estimates as appropriate. Configure pricing documents to keep project
within estimated MACC.
1.3 PHASE 3-BIDDING
A. Attend Pre-Bid Review with prospective bidders.
B. Respond to questions by vendor and subcontractors.
C. Issue information 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
City of Carlsbad
Poinsettia Park Synthetic Turf Field Replacement
Fee Proposal
Page 3 of 5
B. Endorse for approval or disapproval all materials and equipment submitted by the
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Contractor.
C. Conduct surveillance of construction to include periodic visits to the site to observe the
progress and quality of the work. During periods of active construction, complete a daily
inspection and observation ofthe work. Owner's representative to attend where feasible.
It is anticipated construction will require 6 weeks and inspections as follows:
1. At completion of turf removal and evaluation of base. Confirm permeability of base
aggregates.
2. At completion of finish grading of base and repair of perimeter edge anchor
3. During seaming/installation of turf
4. Completion of markings/prior to installation of infill
5. At completion of infill (Punch List Inspection)
D. Monitor construction progress and quality with decisions relative to contract performance.
Document all progress with 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 with 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 completion inspection and generate and distribute discrepancy (punch
list) items.
J. Processing of contract progress payment requests.
K. Final inspection and certification of completion.
1.5 WORK NOT INCLUDED
A. Full-time, on-site inspection
B. Construction site survey and construction control bench marks
C. Cost of printing of review, bidding, and distribution costs
D. Permit and Plan Check fees assessed by permit authorities.
E. Laboratory charges for construction testing
1.6 OWNER'S RESPONSIBILITIES
A. Assist the Consultant by placing at his disposal all available information pertinent to the site.
B. Advertise for proposals from bidders and administer the opening of bids.
C. Prepare such legal, accounting and auditing services as may be required by the Owner.
D. With the assistance ofthe Consultant, obtain approval of all 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 construction (MACC) budget for the project is estimated to be
approximately $612,300. Total is exclusive of sales tax, design fees, survey, geotechnical
investigation, permitting, construction testing, administrative and associated costs.
SCHEDULE B
1.7 COMPENSATION AND PAYMENT TO CONSULTANT
A. We offer a lump-sum fee for all basic scope work as follows:
Schematic Design through Closeout (4.0% of $612,300) $24,500
B. All Contractor construction negotiations and change order processing within original scope
of project is included in this amount.
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C. An additional allowance of $3,500 is requested for miscellaneous reimbursable expenses
during the project including printing of multiple 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 Consulting work to be as follows:
Completion of Phase 1 $4,900
Completion of Phase 2 $8,575
Completion of Phase 3 $500
Completion of Phase 4 $9,300
Close Out $1,225
Total $24,500
E. Compensation for additional services that may be requested by the Owner, including expert
witness in the event of any litigation, shall be as follows:
Principal Engineer $150.00 per hour
Principal Landscape Architect $150.00 per hour
Associate Principal Landscape Architect $140.00 per hour
Project Engineer $140.00 per hour
Landscape Architect $85.00 per hour
Landscape Designer $75.00 per hour
Technical Staff $75.00 per hour
Administrative $45.00 per hour
F. Expenses, outlined in paragraph 1.4 plus contracting, laboratory testing 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.
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10
Acknowledgment by Individual
State of County of
Kin
On th is f I day of _
5
20 ) Y before me,
«ame of Notary Public
the undersigned Notary Public, personally appeared
Name of Signer(s)
O Proved to me on the oath of
O Personally known to me
(P^roved to me on the basis of satisfactory evidence 'A;^i'>''^ VP» ^V'^H Pr >>/V U^e^Sti^'
(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.
My commission expires
(SIgjirature of Notary Public)
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only needed if state statutes
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0SG53S0(7-11) FO01-00000DSG5350-01