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HomeMy WebLinkAboutNinyo and Moore Corporation; 2014-12-30;AGREEMENT FOR GEOTECHNICAL SERVICES CALAVERA HILLS GATEWAY IMPROVEMENTS NINYO & MOORE CORPORATION THIS AGREEMENT is made and entered into as of the and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Ninyo & Moore Corporation, a Geotechnical & Environmental Science Consultants, ("Contractor"). RECITALS City requires the professional services of a firm that is experienced in geotechnical services. Contractor has the necessary experience in providing these professional services, 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: L SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of 60 days from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will not exceed six thousand dollars ($6,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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 attorney's 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. City Attorney Approved Version 1/30/13 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII 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", in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution ofthis Agreement. 7. 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. 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11- JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neitherthis Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version 1/30/13 14. 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 Ninyo and Moore, a California corporation 5710 Ruffin Road San Diego, CA 92123 CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) (print nan(e/tftle) By: (sign here) (print name/title) ^Ci!^^// ATTEST: BARBARA ENGLESON City Clerk 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. BREWER, City Attomey tstafl^Sffy Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES TASK NO. TASK GROUP LUMP SUM FEE 1 Field Exploration Conduct subsurface exploration at up to three locations using backhoe excavating equipment to evaluate the current geotechnical conditions in the vicinity ofthe proposed improvements to Calavera Hills Park. A geologist or engineer from Ninyo & Moore will log each ofthe exploratory excavations and will obtain representative samples ofthe upper soils for geotechnical laboratory analysis. Following our subsurface exploratbn, each of the exploratory excavations will be backfilled with cuttings. 2 Laboratory Analysis Selected soil samples will be tested to evaluate their pertinent geotechnical parameters. Testing may include in- situ moisture content, grain size analyses, expansion index, and soil corrosivity. 3 Geotechnical Engineering Report Preparation Prepare a report presenting a summary of our field and laboratory data, an evaluation of site geology, and geotechnical properties that could affect the proposed construction. The report will indude geotechnical recommendationsfor earthwork/site preparation, design and construction of flatwork and other improvements, drainage, and other pertinent geotechnical considerations for construction. TOTAL (Not-to-Exceed) $6,000.00 City Attorney Approved Version 1/30/13