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HomeMy WebLinkAboutDHK Engineers Inc; 2014-03-20; UTIL1066UTIL1066 AGREEMENT FOR ODOR EVALUATION ENGINEERING SERVICES FOR THE BUENA INTERCEPTOR SEWER (DHK ENGINEERS, INC.) THIS AGREEMENT is made and entered into as of the .^/^ ''^^ day of /^A,a./^r^// • 2014, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and DHK ENGINEERS, INC , a California corporation, ("Contractor") RECITALS A City requires the professional services of an engineenng firm that is experienced in odor control and monitonng for wastewater collection and treatment facilities B Contractor has the necessary expenence in providing professional services and advice related to odor control and monitonng for wastewater collection and treatment facilities 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 m 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 penod of twelve (12) months from the date first above wntten 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 dunng the initial Agreement term will be seven thousand nine hundred ninety dollars ($7,990) No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement The City reserves the nght 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" City Attorney Approved Version 1/30/13 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 contnbutions on behalf of Contractor or its employees or subcontractors Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contnbution, 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 pnor wntten 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 wnting by City 8. OTHER CONTRACTORS The City reserves the nght 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 ansing out of the performance of the work descnbed 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 injunes to persons or damage to property which may anse 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 earner admitted and authonzed to do business in the State of California The insurance earner is required to have a current Best's Key Rating of not less than "A-VM" OR City Attorney Approved Version 1/30/13 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 earned 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 11 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 12 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 Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this 10 14 Professional Liability Errors and omissions liability appropnate to Contractor's profession with limits of not less than $1,000,000 per claim Coverage must be maintained for a penod 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 pnmary coverage to the City 10 2 2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be wntten as claims-made coverage 10 2 3 This insurance will be in force dunng the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days pnor written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement 10 3 Providing Certificates of Insurance and Endorsements Pnor 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 City Attorney Approved Version 1/30/13 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 nght 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 underthis Agreement All records will be clearly identifiable Contractor will allow a representative of City dunng normal business hours to examine, audit, and make transcnpts 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 penod 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 nght to make one (1) copy of the work product for Contractor's records 14. COPYRIGHTS Contractor agrees that all copynghts that anse from the services will be vested in City and Contractor relinquishes atl claims to the copynghts in favor of City 15. NOTICES The name of the persons who are authonzed to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement For City For Contractor Name Mark Biskup Name Don King Title Associate Engineer Title Project Manager Department Public Works Utilities Address 1851 Skyhill Place City of Carlsbad Escondido, CA 92026 Address 1635 Faraday Avenue Phone No 760-747-9553 Carlsbad, CA 92008 Email dhkeng1(a)sbcglobal net Phone No 760-602-2763 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 City Attorney Approved Version 1/30/13 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk m 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 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, ordmances, 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 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 discnmination and harassment 19. DISPUTE RESOLUTION If a dispute should anse 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 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 aggneved 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 tendenng 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 m 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 City Attorney Approved Version 1/30/13 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 nght to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement pnce or consideration, or othen/vise 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 cnminal 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 penod of up to five (5) years Contractor acknowledges debarment by another junsdiction 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 nght or nghts provided for by this Agreement will be tned in a court of competent junsdiction 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 pnor 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 1/30/13 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, nght and actual authority to bind Contractor to the terms and conditions of this Agreement CONTRACTOR DHK ENGINEERS, INC , a California corporation By (sign here) (pnnt name/tjt|e)i CITY OF CARLSBAD, a municipal corporation of the State of California 3k^ gor or^fylayor or Division Director thorized by the City Manager Jim Howell (pnnt^oiTie/title) If required by City, proper notanal 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 empowenng the officer(s) signing to bind the corporation APPROVED AS TO FORM CELIA A BREWER, City Attorney City Attorney Approved Version 1/30/13 February 24, 2014 EXHIBIT A Mr Mark Biskup, P E Engineer City of Carlsbad Public Works- Engmeering 1635 Faraday Avenue Carlsbad, CA 92008 Re: Buena Outfall Force Main Odor Investigation Engineering Services Dear Mark As a follow-up to our discussion regarding the Buena Outfall Force Main System (BOFMAS) near Lowe's Shopping Center current and near-term improvement program, DHK Engineers, Inc (DHK) appreciates the opportunity to assist the City of Carlsbad in the assessment of positive pressure and odor control in the immediate areas of Palomar Airport Road, El Camino Real and Yarrow Drive It is our understanding that the odor and collection system pressure conditions as well as new receptors have increased the impacts of periodic odor events Although part of the conveyed flow is generated by the City of Vista, the City of Carlsbad wants to investigate the conditions and effectiveness of current odor mitigation measures The following outlines the scope and estimated fees based upon our discussion Task 1: Review and evaluate the current odor conditions at the Lowe's Shopping area as well as the conveyance system immediately upstream and downstream of the shopping center The City will provide DHK conveyance drawings, contact information for Lowe's odor control contact, flow data and any odor control measures installed (manhole inserts) DHK will review the existing information, conduct a site walk of the impacted area, install a differential pressure monitor for 2-3 days and contact the manhole insert manufacturer Task 2 DHK will provide a summary letter report including information, calculations, and graphics generated in Task 1 as well as conclusions and recommendations to assist in the near and long term planmng strategy for the impacted area Deliverables: Letter Report (Technical Memorandum) for Task 1 Level of Effort: The anticipated level of effort is summarized below Task Man hours Other Direct Costs Estimated Total @ $155/hr Cost -1- 5% 1 24 550 $ 4,270 2 24 0 $ 3,720 Total 48 $7,990 1851 SKYHILL PLACE, ESCONDIDO, CALIFORNIA 92026 760-747-9553 Mr Mark Biskup, P E February 24, 2014 Page 2 Schedule Letter Report draft (21 days from receipt of data and completion of field work) If you have any questions, please don't hesitate to contact our office at 760-747-9553 Very truly yours, DHK ENGINEERS, INC. Donald King, P E Project Manager DHK,sky Buena Outfall Force Main Odor Investigation Proposal 2-24-14 1851 SKYHILL PLACE, ESCONDIDO, CALIFORNIA 92026 760-747-9553