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HomeMy WebLinkAboutDaniel Boyle Engineering Inc; 2000-04-14;(. I , -: _- Agreement Cover Sheet Please fill out section A and send this form with documents attached to the City Clerk for routing for signatures. Once the documents are fully executed, they will be returned with this form. When a purchase request is submitted, section B of this form should be completed and this form should be sent to Purchasing along with a copy of the fully executed document. SECTION A Aareement Type (check one) name of conttictor . / - Original Agreement - Amendment and Extension - Master Agreement Extension - Amendment Ratification Aareement Requirements (initial all items received) - Proposals Received - Notarization - Sole Source - Business License - Insurance - Conflict of Interest - Corporate Resolution Oriainal Aareement Data Amendments Date of original agreement Term of original agreement Dollar amount of original agreement Extensions Person with authority to renew Number of allowable extensions Length of allowable extensions Aareement Processed By No.- Length No.- Length No.- Length Dept.: &U * II v Ext: I SECTION B I Purchase Requisition number: greement, extensions and/or CITY OF CARLSBAD .-’ Cl’fY CLERIC8 OFflCE Rev. 12/l 7/99 m A 4 -* ’ AGREEMENT WITH DANIEL BOYLE ENGINEERING FOR CONSTRUCTION OF FARADAY AVENUE 84NCH WATER, 124NCH RECYCLED WATER, AND 124NCH SEWER LINE At./ THIS AGREEMENT is made and entered into as of the lx/ day of , 2000, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad hereinafter referred to as “District”, and Daniel Boyle Engineering, a California corporation hereinafter referred to as “Contractor.” RECITALS City requires the services of an Engineering Consultant to provide the necessary construction support services for the Construction of 124nch Sewer Line; District requires the services of an Engineering Consultant to provide the necessary construction support services for the Construction of Faraday Avenue 8-inch Water and 124nch Recycled Water: and Contractor possesses the necessary skills and qualifications to provide the services required by the City and the District; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City, District and Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS l Review Contractor’s shop drawings. l Respond to Contractor’s requests for information. l Provide site visits. l Provide coordination of changes during construction. l Provide record drawings. rev. 2/l 5/00 2. CITY OBLIGATIONS The City shall review and approve 12-inch gravity sewer as-built drawings. The District shall review and approve 8-inch water and 12-inch recycled water as-built drawings. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification to proceed by the City Engineer or designee and be completed within three hundred sixty-five (365) calendar days of that date. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Deputy City Engineer or designee. The Deputy City Engineer or designee will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor, or delays caused by City or District inaction or other agencies’ lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be twenty-four thousand nine hundred twenty ($24,920) dollars. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, “Changes in Work.” The City reserves the right to withhold a ten percent (10%) retention until the project has been accepted by the City and the District. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager/Executive Manager for two (2) additional one (1) year periods or parts thereof, based upon a review of satisfactory 2 rev. 2/15/00 performance and the City’s and the District’s needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor within thirty (30) days of receipt of the invoice. 7. FINAL SUBMISSIONS Within three hundred sixty-five (365) days of completion and approval of the Faraday Avenue Project, the Contractor shall deliver to the City the following items: As-built drawings for the 124nch Sewer, El-inch Water, and 124nch Recycled Water Pipelines. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor, the City or the District, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Contractor, the City or the District may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City/District by Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and the District and approved by the City and the District according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to 3 rev. 2/l 5/00 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, the City or the District shall 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 such fee, commission, percentage, brokerage fees, gift, or contingent fee. 10. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Contractor’s failure to prosecute, deliver, or perform the work as provided for in this contract, the City Manager/Executive Manager may terminate this contract for nonperformance by notifying the Contractor by certified mail of the termination of the Contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by the City and the District and all work in progress to the Deputy City Engineer - Design Division. The Deputy City Engineer - Design Division shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Contractor has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Manager, the Manager shall determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, . 4 rev. 2/l 5/00 upon request of the City or the District, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said product to City or the District. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under Paragraph 4. The City Manager/Executive Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City or the District must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City or the District, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for ciLil 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 the City of Carlsbad or the Carlsbad Municipal Water District seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad or the Carlsbad Municipal Water District to disqualify rev. 2/l 5/00 the Contractor from the selection process. PJ &Jsf54& (Initial) (Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. 13. JURISDICTION Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. * 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own way as an independent Contractor and in pursuit of Contractors independent calling, and not as an employee of the City or the District. Contractor shall be under control of the City and the District only as to the result to be accomplished, but shall consult with the City and the District as provided for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City or the District for any purposes whatsoever. The Contractor is an independent Contractor of the City and the District. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City and the District shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City and the District shall not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of the Contractor or 6 rev. 2/l 5/00 - -4 ’ . I I its employees or subcontractors. The Contractor agrees to indemnify the City and the District within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers’ compensation payment which the City and the District may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City and the District from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and Consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications to conform to all applicable requirements of law: federal, state and local. Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. The City or the District will provide copies of the approved plans to any other agencies. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City and the District, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City or the District. Contractor shall have the right to make one (1) copy of the plans for its records. 7 rev. 2/l 5/00 8 . I I 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and District and hereby agrees to relinquish all claims to such copyrights in favor of City and District. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the “City” and the “District” and their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney 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. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City and the District. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City and the Di,strict 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 contract shall create any contractual relationship between any subcontractor of Contractor and the City or the District. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor’s work unless specifically noted to the contrary in the subcontract in question approved in writing by the City or the District. 8 rev. 2/l 5/00 - ’ 1 I I 21. PROHIBITED INTEREST No official of the City or the District who is authorized in such capacity on behalf of, the City or the District to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City or the District who is authorized in such capacity and on behalf of the City or the District to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City or the District, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City’s conflict of interest code, that the Contractor will not be required to file a conflict of 9 rev. 2/l 5/00 h - , r interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract 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 work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Said insurance shall 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-Y and shall meet the City’s policy for insurance as stated in Resolution No. 91-403 and the District’s policy for insurance as stated in Resolution No. 772. A. Coveraaes and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney/General Counsel or City Manager/Executive Manager: 1. Comprehensive General Liability Insurance. $1 ,OOO,OOO combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for Contractor’s work for the City/District). $1 ,OOO,OOO combined single-limit per accident 10 rev. 2/l 5/00 -. - * e for bodily injury and property damage. 3. Workers’ Compensation and Employer’s Liability. Workers’ Compensation limits as required by the Labor Code of the State of California and Employer’s Liability limits of $1 ,OOO,OOO per accident for bodily injury. 4. Professional Liability. Errors and omissions liability appropriate to the contractor’s profession with limits of not less than $1 ,OOO,OOO per claim. Coverage shall be maintained for a period of five years following the date of completion of the work. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City and the Carlsbad Municipal Water District shall be named as additional insureds *on all policies excluding Workers’ Compensation and Professional Liability. 2. The Contractor shall furnish certificates of insurance to the City before commencement of work. 3. The Contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. 5. If the Contractor fails to maintain any of the insurance coverages required herein, then the City will have the option to declare the Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The Contractor is 11 rev. 2/l 5/00 responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the Contractor or deduct the amount paid from any sums due the Contractor under this agreement. 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City/District and on behalf of the Contractor in connection with the foregoing are as follows: For City / District: Title PUBLIC WORKS DIRECTOR Name LLOYD B. HUBBS For Contractor: Address 1635 FARADAY AVENUE CARLSBAD CA 92008 Title PRESIDENT Name DANIEL B. BOYLE Address 3142 VISTA WAY, SUITE 303 OCEANSIDE CA 92056 Architect/License Number: 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in 12 rev. 2/l 5/00 - -, . , writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Executed by Contractor this /#* day of -/$&& ,20&O. CONTRACTOR: DA N/EL BOYLE ENGINEERING, INC., a California corporation. Thomas B. Hooker. Jr. Senior V.P. (print name and title) Lois E. Hooker, Assistant Secretary (print name/title) 95-3709548 Architect/License Number CITY OF CARLSBAD, a municipal corporation of the State of California CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad ATTEST: /‘J h-m WOOD, Secretary (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president and secretary, assistant secretary , CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer(s) signing to bind the corporation.) (if.signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument.) rev. 2/l 5/00 . . STATE OF CALIFORNIA 1 1 ss. COUNTYOF &o-6?, J On 3/t./ ‘2m3 before me, ., \ L(; e personally appeared B personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Comm. Exp. April 15,200O (This area for official notary seal.) Title or Type of Document Date of Document Signer(s) other than named above No. of Pages 06/l 4/95 Rev. L?!ANfEL BOYL ENWNEEMNG, INL. Civil Engineering Services CERTIFIED RESOLUTION OF BOARD OF DIRECTORS OF DANIEL BOYLE ENGINEERING, INC. I, Cathy A. Boyle, Secretary of Daniel Boyle Engineering, inc., a corporation organized March 23, 1982 and existing under the laws of the State of California, do hereby certify that at a duly convened meeting of the Board of Directors of Daniel Boyle Engineering, Inc., held on the 15th day of May, 1995, at the offices of said corporation at 23231 South Pointe Drive, Suite 103, Laguna Hills, CA 92653, the following resolution was duly adopted: RESOLVED: That the following company officers are designated and authorized to execute and sign documents, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding on the corporation: Daniel B. Boyle; President or Thomas B. Hooker, Jr.; Vice-President IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of May, 1995. lliLdLv$*&4, Cathi A. Boyle, Sec@ary 23231 South Pointe Drive, Suite 103 Laguna Hills, CA 92653 (714) 768-2600 NOTTRANSFERABLE BUS. NUMBER CITY OF CARLSBiD POST IN CONSPICUOUS PLACE - ” ’ - 1206328 DATE PAID “. 12/20/l 999 SIC CODE 8711 BUSINESS.REGISfRqTION.~~~~~ ;. . _ ” .;.” ,_ ., \ m. pmm, firm oI corgon~cn n- -I, - his bwi*r annot pntmt (0 th prwidan ~4 hi acr Bksa U&m Qdi”*nm. to.ngag. b. anyan actsaldlha bud ‘on l2raau~cll dl8UbId hew. II- Of ma crulala is ml cl” mdurmmt “P orr66a6m of hwa ?I@ kalr k isd umad v**altm,lM *a Ian- is r*jea ta or*rmp(*m lbnmg by ..T “’ _ SIC DESCRIPTION Engineering Services JAN’ 1 o 2,jj,o~“- ICINESS ,oCATlON _.. . I ‘EXPIRATION DATE OWNER flRM OR DANIEL BOYLE ENGINEERIN~,~ftk.soyLE ENGR., INf I- .12/31/2000 C~f?POf?A7’KX’J ME BOYLE, DANIEL 8. ,‘ BUSINESS NAME DANIEL BOYLE ENGINkERING;‘INC: ^ .’ ., .--‘.-‘r MAlUN’i ADDRESS 23231 S POINTE DR . .’ ’ -’ .;““‘;=: U-I-Y AND STATE LAGUNA HILLS CA, 92653-1486 - /” >i ;: s9265314866s I *, ‘X ^ .: . KEEP FOR YOUR RECORDS BUSINESS TAX RECEIPT Bus- NO. 1206328 DATE PAID 12/20/1999 08.160 50.00 TOTAL 0.00 TAXES PAID IN ACCORDANCE WlTH CIN BUSINESS TAX ORDINANCE CITY OF CARLSBAD