HomeMy WebLinkAboutPetra Products Inc dba Petra Resource; 2015-04-21; TRAN1203TRAN1203
AGREEMENT FOR CULTURAL RESOURCE MONITORING SERVICES FOR PROJECT
NO. 3957, EL CAMINO REAL ROAD WIDENING, TAMARACK AVENUE TO CHESTNUT
AVENUE
(PETRA PRODUCTS, INC.)
THIS AGREEIVIENT is made and entered into as of the w^X^"^ day of
fLflAjjJ , 20t5 , by and between the CITY OF CARLSBAD, a
municipal dbrporation, ("City"), and PETRA PRODUCTS, INC., a California Corporation,
("Contractor").
RECITALS
A. City requires the professional services of a cultural resources management
firm that is experienced in conducting cultural and archeoiogical resource management.
B. Contractor has the necessary experience in providing professional services
and advice related to cultural and archeoiogical resource management.
C. Contractor has submitted a proposal to City and has affirmed its willingness
and ability to perform such worl^.
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
sl<ill customarily exercised by reputable members of Contractor's profession practicing in the
IVletropolitan 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 year from the date first above
written. The City Manager may amend the Agreement to extend it for 2 additional one year
periods or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per
Agreement year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will
prepare a written amendment indicating the effective date and length of the extended
Agreement.
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 will
be paid on a time and materials basis, 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".
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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 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 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 services by Contractor or
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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 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.
10.1.2 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.
10.1.4 Professional Liability. 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 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 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.
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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 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
Name Patrick Vaughan
Title Engineering Manager
For Contractor
Name William J Cook
Title President
Department CM&I Address 21951 Cosala
Address
City of Carisbad
5950 El Camino Real
Carisbad, CA 92008
Mission Viejo, Ca. 92691
Phone No.
Email
949-697-0123
bcook@petra-nn .com
Phone No. 760-602-2780 x7321
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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 ail 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 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 ail 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 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 forwarded 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.
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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 perfomried 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 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 othen/vise
recover, the full amount of the 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 etseg., 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
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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 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
William J Cook President
(print name/title)
CityiVlanager far M^r or Division
Director as authrJrized by the City
Manager
ATTEST:
(sign Were)
Mary Cook Secretary
BARBARA ENGLESON
City Clerk
(print name/title)
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
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Califomia All-Purpose Certificate of Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of gg-fts^E s.s.
On H/vtt-cH H , zoig before me, MATT STCE-N/^ , tJcTA^M ?Jg>uiC
personally appeared Wiv.vnP\t>A T- cooc ^ Mftg>-w cogyc
who 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 hie/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.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hahd and official seal.
IVIATT STOEVE i
GOMM...1958310 S
NOTARY PUBLIC-CALIFORNIA H
ORANGE COUNTY CO
My Term Exp Nov 21, 2015 1
OPTIONAL INFORMATION
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a
document titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority is/are as:
Individual(s)
Attorney-in-fact
Corporate Officer(s)
Guardian/Consep/ator
Partner - Limited/General
Tnjstee(s)
Other:
Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
form(s) of identification credible witness(es)
Notarial event is detailed in notary journal on:
Page# Entry #
Notary contact:
Other
Additional Signer Signer{s) Thumbprints(s)
representing:
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 Attorney
BY:
Assistant City Attorney
AGREEMENT FOR CULTURAL RESOURCE MONITORING SERVICES FOR PROJECT NO. 3957, EL CAMINO REAL ROAD WIDENING,
TAMARACK AVENUE TO CHESTNUT AVENUE
(PETRA PRODUCTS, INC.)
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EXHIBIT "A"
Scope of Services and Fee
Classification Hourly
Rate
Principal/Project Manager $140.00
Senior Project Manager/PI $115.00
Senior Architectural Historian $110.00
Associate Architectural Historian $80.00
Senior Historian
$100.00
Associate Historian $85.00
Senior Ethnographer $125.00
Associate Ethnographer $98.00
Senior Archaeologist III $110.00
Senior Archaeologist II $100.00
Senior Archaeologist 1 $90.00
Associate Archaeologist III $80.00
Associate Archaeologist II $75.00
Associate Archaeologist 1 $70.00
Assistant Archaeologist III $65.00
Assistant Archaeologist II $60.00
Assistant Archaeologist 1 $55.00
Native American Monitor $55.00 to $110.00
SuDDort Staff
GIS Administrator $87.00
CIS Technician $70.00
Graphic Coordinator $75.00
Graphic Artist II $72.00
Graphic Artist 1 $54.00
Technical Editor $80.00
Word Processor II $68.00
Word Processor 1 $60.00
Accountant $87.00
Clerical Support $55.00
Travel, record searches, reproduction, blueprinting, telephone, supplies, fees, and other non-
labor direct costs are billed at cost plus 5%. Per diem charges are based on reasonable and
actual costs. Mileage will be charged at $0,575 per mile from Petra Product's Inc.'s (Petra)
Mission Viejo, CA or San Diego, CA office. Off-road vehicles will be billed at $50 per day plus
$0.65 per mile. Subconsultants are billed at cost.
Petra will provide full-time archaeological monitors during grading and excavation in native soils.
The archaeological monitor will document ail monitoring activity via the Consultant Monitor
Record and these records will be submitted to the City Planner once a month. Daily monitoring
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logs will also be maintained by the archaeological monitor and these will be provided to the CP
once a month.
In the event of a discovery the Construction Manager (CM) shall be contacted by the
archaeological P.I. and will divert:, direct or temporarily halt ground disturbing activity in the area
of the discovery to allow for preliminary evaluation of potentially significant resources. The P.I.
will carry out the evaluation of potentially significant resources and will notify the CM immediately
of her findings. For significant archaeological resources, a Research Design and Data Recovery
Program will be prepared, for approval by the City of Carisbad and subsequently implemented.
Following completion of the Data Recovery program, ground-disturbing activities will be allowed
to resume.
In the event of a discovery of a small cultural resource deposit, Petra will implement the Minor
Discovery Process outlined in the mitigation measures developed for this project. Such small
cultural resource deposits will be documented in situ, and artifacts will be recovered,
photographed, analyzed and subsequently curated. The remainder of the deposit not within the
limits of the excavation will be left intact. The Final Results Report will include a requirement for
monitoring of any future work in the vicinity.
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