Loading...
HomeMy WebLinkAboutRBF Consulting; 2009-05-21; PWENG686AMENDMENT NO. 3 TO EXTEND AGREEMENT FOR TECHNICAL REVIEW AND PLAN CHECK FOR POSEIDON'S DESALINATION PROJECT (RBF CONSULTING) endment No. 3 is entered into and effective as of the 4 Z- day of , 2010, extending the agreement dated May 21, 2009 (the "~grkement") by and between the City of Carlsbad, a municipal corporation, ("City"), and RBF Consulting, a California corporation, ("Contractor") (collectively, the "Parties") for technical review and plan check for Poseidon's desalination project. RECITALS A. On July 16, 2009, the Parties executed Amendment No. 1 to the Agreement to add review services; and 8. On October 7, 2009, the Parties executed Amendment No. 2 to the Agreement to amend the scope of services; and C. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (I) year ending on May 21, 2011. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 I 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR REF CONSULTING, a California corporation * (sign here) CITY OF CARLSBAD, a municipal corpoWn of the State of California ' ,, J r-5 -p. c.fi ,+, " (e-mail address) ATTEST: Douqlas J. Frost, Executive VP & CFO (print nameltitle) dfrost@rbf.com (e-mail address) 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: RONALD R. BALL, City Attorney By: .,a&i!+ City Attorney Approved Version #05.22.01 2 PWENG686 AMENDMENT NO. 2 TO AGREEMENT FOR TECHNICAL REVIEW AND PLAN CHECK FOR POSEIDON'S DESALINATION PROJECT (RBF CONSULTING) This Amendment No. 2 is entered into and effective as of the / _ day of 2009, amending the agreement dated May 21, 2009 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and RBF Consulting, a California corporation, ("Contractor") (collectively, the "Parties") for technical review and plan check for Poseidon's desalination project. RECITALS A. On July 16, 2009, the Parties executed Amendment No. 1 to the Agreement to add review services; and B. The Parties desire to alter the Agreement's scope of work to perform additional reviews of documents submitted by Tetra Tech on behalf of Poseidon Resources as listed in the attached scope; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed seventy nine thousand six hundred thirty dollars ($79,630). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by May 21, 2010. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR RBF CONSULTING, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California ayor (print name/title) (e-mail address)ATTEST: (e-mail address) 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: RONALD R. BALL, City Attorney City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Date before me, Here Insert Name and Title of the Officer \<^ . personally appeared 3bV\t\ \V. \\OOf\^ Name(s) of Signer(s) NEVAM.COBIAN Commission No. 1830348 NOTARY PUBLIC-CALIFORNIA SAN DIEGO COUNTY My Comm. Expires Januay 11,2013 who proved to me on the basis of satisfactory evidence to be the person^ whose name(^ is/a*e subscribed to the within instrument and acknowledged to me that he/she4bey executed the same in his/her/their authorized capacity(4ea), and that by his/her/their signature^) on the instrument the person^), or the entity upon behalf of which the person(^) 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. Place Notary Seal Above WITNES: Signaturfe* hand and official seal. Signs-tture of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Number of Pages:. ^W ^da\ a( Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: _ RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 AGENCY REPRESENTATIVE FOR POSEIDON RESOURCES SEAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN PROJECT AMENDMENT No. 2 SCOPE OF WORK - 60% DESIGN PHASE PIPELINE DESIGN TECHNICAL REVIEW Project Description: Poseidon Resources is planning to construct a 50 MOD desalination facility at the Encina power plant within the City of Carlsbad. Treated water from this facility will be piped through the City of Carlsbad to connect with other municipal potable water facilities within the Cities of Oceanside, San Marcos and Vista. The proposed pipeline will travel through major thoroughfares with the city limits of Carlsbad. The City anticipates extensive disruption to traffic and impact to existing City owned facilities, utility systems and the environment during construction of this pipeline. The scope of work to be performed under this Amendment to the original agreement and previously executed amendments will provide additional design review services relative to the pipeline's 60% design submittal with specific attention given to the response to the 30% review comments, project specifications, pipeline structural design elements, joint connections, flow control facilities and pipeline design issues related to seismic events and bridge crossings. RBF intends to subcontract a portion of the review effort to CH2M Hill, as described in Task 2.2 below. All work will be performed on a time and materials basis in accordance with the contract hourly fee schedule and the rate schedule for CH2M Hill, as attached as Exhibit A. TASK 1 PROJECT MANAGEMENT Attend up to three (3) meetings/workshops with City staff and representatives of Poseidon's design team to discuss project issues and review comments. Up to two representatives each from RBF and CH2M HILL will attend these meetings. Prepare and transmit the meeting agendas to City staff a minimum of 24 hours prior to the scheduled meeting time. Provide draft meeting minutes for the City's review within one week of this meeting. TASK 2 - 60% DESIGN REVIEW SERVICES TASK 2.1 - RBF REVIEW SERVICES This task will provide plan review of the 60% design drawings submitted by Poseidon. The following disciplines will be involved with this review. a. Review of 30% Response to Comments - This task will review the designer's response to the 30% comments and evaluate associated changes/revisions to the drawings relative to the comments. RBF will annotated the list of comments to indicate if the comment has been adequately addressed or if further discussion is warranted. b. Review of 60% Plans and Specifications - This task will evaluate the 60% plans and specifications for compliance with the design memoranda, permit conditions imposed by the City, previous agreements/concessions made by Poseidon and for overall compliance with City Page 1 of 5 r H:\PDATA\25103864\Admin\contract\3864_60%Scope_080709.doc • " " * AGENCY liPRlSENTATIVE FOR POSEIDON RESOURCES SE$¥ATER DESIGN-IWLD OF DESALINATION TRANSMISSfON MAIN PROJECT standards and impact to City facilities. Specific items of interest under this task include horizontal and vertical separation between the proposed pipeline and existing City facilities, depth of cover requirements, trenching standards, construction zone requirements, haul routes, impact to business and/or residents, construction schedule and daily work hours, backfill and compaction requirements and pavement restoration plans. c. Utility Conflict - Evaluate potential impact to City owned utility systems, including water, sewer, storm drainage, traffic signal and street lighting systems. The review will include potential impacts caused by pipeline appurtenances, such as access manholes, air-vacuum lines and blow-off assemblies and above-ground facilities. d. Traffic Control - Evaluate the construction staging plan and impact area to determine the impact on traffic patterns and potential detour needs. Coordinate this effort with the City's traffic department. Review the proposed traffic control measures for impact to public safety and level of service. Evaluate impact to signalized intersections and proposed signal modification measures. Evaluate proposed haul routes and impacts to public safety access routes. Evaluate associated impacts with street closures on adjacent streets. e. Storm Water - Evaluate the construction impact on storm drainage facilities and receiving waters. Review proposed BMP measures to the extent they are indicated on the 30% submittal. f. Construction Management - Review the pipeline alignment for construction staging requirements and methodology (conventional open trench versus trenchless) to evaluate pipeline installation production rates, impacts to major intersections and thoroughfares. g. Permit Conditions - Based on the results of this review, assist the City in the development of permit conditions that will be assigned to the project as part of the final plan set approval. The principal items of concern will be the development of traffic control schemes and detour plans, crossing of major thoroughfares, such as El Camino Real, impacts to improved medians, impacts to life safety routes, final paving requirements, such as slurry seal or overlay, restoration to adjacent site and landscaping improvements and utility relocations. Such conditions may include work day restrictions, trenchless construction requirements, and/or night-time construction. TASK 2.2 - CH2M Hill REVIEW SERVICES This task will provide CH2M Hill's review of the 60% submittal packaged prepared by Poseidon/Tetra Tech. Documents anticipated to be reviewed include specifications, drawings, calculations and various technical memoranda associated with the 60% submittal. CH2M HILL's review will focus on the following: 1. Pipeline structural design elements, such as material properties, joint details, and welding requirements. 2. Pipeline design elements related to seismic events and bridge crossings in support of other bridge crossing review services being performed by T.Y. Lin on the City's behalf. Page 2 of 5 P H:\PDATA\25103864\Admin\contract\3864_60%ScopeJJ80709.doc • " " " AGENCY: PJPRESENTATIVE FOR POSEJPON JR^ouacp SIAWATER DESIGN-lUIliD OF DESALINATION TRANSMISSION MAIN PROJECT 3. Operational flow control strategies and functions 4. Air Release valve and Blow-Off assembly locations 5. Pipeline appurtenances, such as ball valves, check valves, isolation valves 6. Constructibility issues related to geotechnical parameters, trench shoring, and trench width. 7. Cathodic Protection 8. Flow control facilities 9. Electrical 10. Instrumentation and Control 11. PV, T and TC drawings are not included in CH2M HILL 's scope of services. SCHEDULE Review comments from RBF will complete and submitted to the City within 4 weeks following the receipt of documents to be reviewed for this Amendment. It is anticipated that the plans and specifications will be separated in up to 4 design packages. Page 3 of 5 H:\PDATA\25103864\Admin\contract\3864_60%Scope_080709.doc REPRESENTATIVE FOR POSEIDON RISOUJ^IS JfAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN TPROJECT PAYMENT FOR SERVICES A. PAYMENT FOR SERVICES: Invoices for work performed on the DESCRIBED SERVICES shall be submitted monthly based on the level of effort expended on each task up to the maximum not to exceed contract amount. All invoices submitted by the CONSULTANT shall show an hourly reconciliation of time spent on each Task and the associated hourly rate for each individual. Hourly rates for RBF shall be in accordance with those listed in the original agreement. Hourly rates for CH2M Hill shall be as shown in Exhibit A of this amendment. The original invoice shall be provided for any subcontracted services. A 5 percent mark-up will be added to Subconsultant invoices. For performance of each Task or portion thereof as identified below, CITY shall pay a not to exceed fee associated with the Task of the DESCRIBED SERVICES in the amount set forth. CONSULTANT shall not commence Services under any Task, and shall not be entitled to compensation for the Task, unless CITY shall have issued a Notice to Proceed to the CONSULTANT as to the Task. TASK Task 1 Project Management and Meetings $ 7,258 Task 2 60% Design Review Task 2.1 - RBF Review Services Plan Review $19,500 Specification Review $7,500 Task 2.2 - CH2M Hill Review Services Pipeline review $20,660 Corrosion $3,584 Electrical/I&C $9,120 Flow Control Valves $7,168 Bridge Crossings $3,840 SUB-TOTAL Reimbursables $1,000 TOTAL $79,630 Page 4 of5 r H:\PDATA\25103864\Admin\contract\3864_60%Scope_080709.doc • * " » AGENCY RJEPMSlNTATiVE FOR POSEIDON RESOURCES SEAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN PROJECT EXHIBIT A HOURLY RATE SCHEDULE - AMENDED CH2M HILL 2009 Hourly Kates for Professionals and Technicians Classification Principal-ln-Charge/Principcd Program Mgr, Principal Project Mgr/Piiiicipal Consultant/Program Mgr. Senior Project Manager/Senior Technologist Project Manager/Senior Engineer/Scientist Task Manager/Project Engineer/Assistant Prj Mgr Associate Engineer/Scientist/Planner Staff Engineer/Scientist/Plauiier Senior Contracts/Procurement Staff Contracts/Proai remciit Senior Technician FI Senior Technician I Staff Technician/Technical Editor Junior Technician Administration/Accounting EXPENSES * Assessment applies In all Health A SitH:ly iruinud individuals NOTF. Rate subject lu dituige Jtinuary 1, 2010. Hourly Rate $240 $224 $206 $190 $179 $127 $179 $127 $148 $136 $116 $93 Expense Type Health & Safely Assessment* Auto Mileage Auto Rental Other Travel (PTR Guidelines) Equipment Rental Postage/freight Reprogiaphics Subcontractors Estimating Method Service Center Travel Travel Tiavel Operating Expense Operating Expense Outside Service Outside Service Rate $1 75 Current IRS Rate + 10% Actual + 10% Actual +10% ' Actual i 10% Actual + 10% Actual +10% Actual + 10% CH2MH1LL Page 5 of5 H:\PDATA\25103864\Admin\contract\3864_60%Scope_080709.doc PWENG686 AMENDMENT NO. 1 TO AGREEMENT FOR TECHNICAL REVIEW AND PLAN CHECK FOR POSEIDON'S DESALINATION PROJECT (RBF CONSULTING) This Amendment No. 1 is entered into and effective as of the 'c- day of 2009, amending the agreement dated May 21, 2009 (the_ "Agreemnt") by^and between the City of Carlsbad, a municipal corporation, ("City"), and RBF CONSULTING, a California corporation, ("Contractor") (collectively, the "Parties") for technical review and plan check for Poseidon's desalination project. RECITALS A. The Parties desire to alter the Agreement's scope of work to perform additional reviews of documents submitted by Tetra Tech on behalf of Poseidon Resources; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by May 21, 2010. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR RBF CONSULTING, a California corporation CITY OF CARLSBAD, a municjfJaJ corporation of tfye State of,CajniorQua By: (sign here) PL (print name/title) ATTEST: / ^ LORRAIr4E\M. WQO£» (e-mail address) 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: RONALD R. BALL, City Attorney By:. City Attorney Approved Version #05.22.01 EXHIBIT "A" AGENCY REPRESENTATIVE FOR POSEIDON RESOURCES SEAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN PROJECT AMENDMENT No. 1 SCOPE OF WORK - 30% DESIGN PHASE PIPE STRUCTURAL, FLOW CONTROL, SURGE AND GEOTECHNICAL REVIEW Project Description: Poseidon Resources is planning to construct a 50 MOD desalination facility at the Encina power plant within the City of Carlsbad. Treated water from this facility will be piped through the City of Carlsbad to connect with other municipal potable water facilities within the Cities of Oceanside, San Marcos and Vista. The proposed pipeline will travel through major thoroughfares with the city limits of Carlsbad. The City anticipates extensive disruption to traffic and impact to existing City owned facilities, utility systems and the environment during construction of this pipeline. The scope of work to be performed under this Amendment to the original agreement will provide design review services relative to the pipeline's structural design, joint connections, surge evaluation, flow control facilities and geotechnical conditions related to the pipeline's structural design. RBF intends to subcontract this review effort to selected staff from CH2M Hill. All work will be performed on a time and materials basis in accordance with the fee schedule, attached as Exhibit A. TASK 1 PROJECT MANAGEMENT Schedule and attend up to two (2) meetings with City staff and representatives of Poseidon's design team to discuss project issues and review comments. Prepare and transmit the meeting agendas to City staff a minimum of 24 hours prior to the scheduled meeting time. Provide draft meeting minutes for the City's review within one week of this meeting. TASK 2 - 30% DESIGN REVIEW SERVICES This task will provide review of the 30% design drawings and the various technical memoranda submitted by Poseidon. The following documents will be reviewed under this scope of work. 1. Carlsbad Desalination Plant, Product Water Pump Station, Pressure Surge Analysis, May 22, 2009, FlowScience, Inc. 2. Draft Preliminary Geotechnical Exploration for Proposed Poseidon Backbone Water Pipeline, Cities of Carlsbad, Vista, Oceanside and San Marcos, California, May 26, 2009, Leighton Consulting, Inc. 3. Carlsbad Conveyance Pipeline, Steel Pipe Design Calculations, May 2009, Tetra Tech 4. Design Criteria for Conveyance Pipeline Figures April 30, 2009, Tetra Tech 5. Design Criteria for Conveyance Pipeline, April 30, 2009, mitigation, Tetra Tech 6. Response to City Comments, April 20, 2009, Tetra Tech 7. Cost analysis 36inch vs PRV, March 5, 2009, Tetra Tech Page 1 of4 H:\PDATA\25103864\Admin\contract\3864_30%Scope_Amd_l .doc AGENCY REPRESENTATIVE FOR POSEIDON RESOURCES SIAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN PROJECT 8. Design Criteria for Conveyance Pipeline, April 30, 2009, Tetra Tech 9. Exceptions to SDCWA standards, March 31, 2009, Tetra Tech 10. 30% Design Plans, April 2009, Tetra Tech Review comments from CH2M Hill will complete and submitted to the City within 4 weeks following the Notice to Proceed for this Amendment. Page 2 of4 H:\PDATA\25103864\Admin\contract\3864_30%Scope_Amd_l .doc REPRESENTATIVE FP& POS-EIDON RESOURCES SEAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN PROJECT PAYMENT FOR SERVICES A. PAYMENT FOR SERVICES: Invoices for work performed on the DESCRIBED SERVICES shall be submitted monthly based on the level of effort expended on each task up to the maximum not to exceed contract amount. All invoices submitted by the CONSULTANT shall show an hourly reconciliation of time spent on each Task and the associated hourly rate for each individual as shown in Exhibit A. The original invoice shall be provided for any subcontracted services. A 5 percent mark-up will be added to Subconsultant invoices. For performance of each Task or portion thereof as identified below, CITY shall pay a not to exceed fee associated with the Task of the DESCRIBED SERVICES in the amount set forth. CONSULTANT shall not commence Services under any Task, and shall not be entitled to compensation for the Task, unless CITY shall have issued a Notice to Proceed to the CONSULTANT as to the Task. TASK Task 1 Project Management $ 4,700 Task 2 30% Design Review $ 25,000 SUB-TOTAL Reimbursables 300 TOTAL $30,000 Page 3 of4 H:\PDATA\25103864\Admin\contract\3864_30%Scope_AmdJ .doc ,. a s AGENCY REPRESENTATIVE FOR POSEIDON RESOURCES SEAWATER DESIGN-BUILD OF DESALINATION TRANSMISSION MAIN PROJECT EXHIBIT A HOURLY RATE SCHEDULE - AMENDED RBF's hourly rate schedule from the original agreement shall remain in effect. Staff Member Richard Pyle, PE Jerome "Jeff Smith, PE, Tony Naimey, PE Phillip Ryan, PE Firm CH2M Hill CH2M Hill CH2M Hill CH2M Hill Role Project Manager Pipeline Flow Control Senior Technical Review Hourly Rate $224 $224 $224 $224 Page 4 of4 H:\PDATA\25103864\Admin\contract\3864_30%Scope_Amd_l .doc PWENG686 AGREEMENT FOR ENGINEERING SERVICES FOR TECHNICAL REVIEW AND PLAN CHECK FOR POSEIDON'S DESALINATION PROJECT (RBF CONSULTING) ^AGREEMENT is made and entered into as of the CA|^ day of 2009, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and RBF CONSULTING, a California corporation ("Contractor"). RECITALS A. City requires the professional services of an engineering firm that is experienced in technical review and plan checking of design plans. B. Contractor has the necessary experience in providing professional services and advice related to reviewing technical documents related to the desalination project proposed by Poseidon Resources. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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 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 period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. 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. City Attorney Approved Version #05.06.08 5. COMPENSATION The total fee payable for the Services to be performed during this initial Agreement term will be on a time and materials basis not to exceed twenty five thousand dollars ($25,000). 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 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. City Attorney Approved Version #05.06.08 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 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-:VM". 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 City Attorney 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. City Attorney Approved Version #05.06.08 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. 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 General Liability. 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. 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 City Attorney Approved Version #05.06.08 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 City: For Contractor: Name Eva Plaizer. PE Name John Harris. P.E. Title Senior Civil Engineer Title Vice President Department Public Works RBF Consulting City of Carlsbad Address 9755 Clairemont Mesa Blvd Address 1635 Faraday Avenue San Diego. CA 92124 Carlsbad. CA 92008 Phone No. 858-614-5016 Phone No. 760-602-2787 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 City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #05.06.08 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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 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 that the services 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 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 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. City Attorney Approved Version #05.06.08 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 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 otherwise 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 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 period of up to five (5) years. Contractor City Attorney Approved Version #05.06.08 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. City Attorney Approved Version #05.06.08 8 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 RBF CONSULTING, a California corporation "By: CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here)City Manager or Mayoror Authorized Signatory (print name/title) bi- , ATTEST: (e-mail address) By: LORRAINE CityC'erk (e-mail address) If required by City, proper notarial acknowledgment of executVdH'ftV 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: RONALD R. BALL, City Attorney Bv: Deputy City Attorney City Attorney Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES City Attorney Approved Version #05.06.08 10 SCOPE OF WORK TECHNICAL REVIEW AND PLAN CHECK FOR POSEIDON'S DESALINATION PROJECT Project Description: Poseidon Resources is planning to construct a 50 MOD desalination facility at the Encina power plant within the City of Carlsbad. Treated water from this facility will be piped through the City of Carlsbad to connect with other municipal potable water facilities within the Cities of Oceanside, San Marcos and Vista. The proposed pipeline will travel through major thoroughfares with the city limits of Carlsbad. The City anticipates extensive disruption to traffic and impact to existing City owned facilities, utility systems and the environment during construction of this pipeline. The scope of work to be performed under this agreement will provide plancheck services on the pipeline design to evaluate the extent of disruption and adverse impact to City facilities, compliance with City design and construction standards and provide recommendations for mitigation to the greatest extent practicable. The scope of work will also provide as-needed professional services to support the City during the design and construction phases of the Poseidon project. All work will be performed on a time and materials basis in accordance with the fee schedule, attached as Exhibit A. TASK 1 PROJECT MANAGEMENT Schedule and attend up to two (2) meetings with City staff to review the project progress and discuss outstanding project issues. Prepare and transmit the meeting agendas to City staff a minimum of 24 hours prior to the scheduled meeting time. Provide draft meeting minutes for the City's review within one week of this meeting. Attend one (1) meeting with the Poseidon design team to review comments from the 30% design submittal and design memoranda. Provide draft meeting minutes for the City's review within one week of this meeting. TASK 2 - 30% DESIGN REVIEW This task will provide plan review of the 30% design drawings submitted by Poseidon. The following disciplines will be involved with this review. a. Review Design Memoranda - The Poseidon DB team is in the process of preparing design criteria memoranda for the project. This task will evaluate these documents for compliance with City standards and impact to City facilities. Specific items of interest under this task include horizontal and vertical separation between the proposed pipeline and existing City facilities, depth of cover requirements, trenching standards, construction zone requirements, haul routes, construction schedule and daily work hours, backfill and compaction requirements, pavement restoration plans, plans for the repair b. Utility Conflict - Evaluate potential impact to City owned utility systems, including water, sewer, storm drainage, traffic signal and street lighting systems. The review will include potential Page 1 of4 impacts caused by pipeline appurtenances, such as access manholes, air-vacuum lines and blow-off assemblies and above-ground facilities. c. Traffic Control - Evaluate the construction staging plan and impact area to determine the impact on traffic patterns and potential detour needs. Coordinate this effort with the City's traffic department. Review the proposed traffic control measures for impact to public safety and level of service. Evaluate impact to signalized intersections and proposed signal modification measures. Evaluate proposed haul routes and impacts to public safety access routes. Evaluate associated impacts with street closures on adjacent streets. d. Storm Water - Evaluate the construction impact on storm drainage facilities and receiving waters. Review proposed BMP measures to the extent they are indicated on the 30% submittal. e. Construction Management - Review the pipeline alignment for construction staging requirements and methodology (conventional open trench versus trenchless) to evaluate pipeline installation production rates, impacts to major intersections and thoroughfares. f. Structural - Review proposed structures and associated structural design details. This task excludes the Cannon Road Bridge section. g. Permit Conditions - Based on the results of this review, begin the development of permit conditions that will be assigned to the project as part of the final plan set approval. The principal items of concern will be the development of traffic control schemes and detour plans, crossing of major thoroughfares, such as El Camino Real, impacts to improved medians, impacts to life safety routes, final paving requirements, such as slurry seal or overlay, restoration to adjacent site and landscaping improvements and utility relocations. Such conditions may include work day restrictions, trenchless construction requirements, and/or night-time construction. h. 60% and 90% Estimates - This task will provide an estimate of the level of effort and corresponding cost to perform the 60% and 90% design level planchecks. It is anticipated that plans and project specifications will be reviewed during these submittal milestones and further development of the list of permit conditions. TASK 3 - FIELD INVESTIGATIONS RBF will conduct field investigations along the proposed pipeline route to investigate existing site conditions and confirm the location of existing facilities shown on the plans. Any deviations will be noted on the plan check comments. Page 2 of4 RBF • * * * PAYMENT FOR SERVICES A. PAYMENT FOR SERVICES: Invoices for work performed on the DESCRIBED SERVICES shall be submitted monthly based on the level of effort expended on each task up to the maximum not to exceed contract amount. All invoices submitted by the CONSULTANT shall show an hourly reconciliation of time spent on each Task and the associated hourly rate for each individual as shown in Exhibit A. The original invoice shall be provided for any subcontracted services. For performance of each Task or portion thereof as identified below, CITY shall pay a not to exceed fee associated with the Task of the DESCRIBED SERVICES in the amount set forth. CONSULTANT shall not commence Services under any Task, and shall not be entitled to compensation for the Task, unless CITY shall have issued a Notice to Proceed to the CONSULTANT as to the Task. TASK Task 1 Project Management $ 4,500 Task 2 30% Design Review $ 17,000 Task3 Field Investigations $ 3,000 SUB-TOTAL Reimbursables $500 TOTAL $25,000 Page 3 of4 EXHIBIT A HOURLY RATE SCHEDULE RBF's hourly rate schedule is effective January 2009 through December 2009. Staff Member John Harris, PE Tim Thiele, PE, LEED AP Rich Lucera, PE, CFM, CPESC Dawn Wilson, PE Scott Eisenhart, PE Sal Shiekh, PE Wayne Papac Doug Cook Charlie Templeton Larry Taylor , RCE, GE, REAR Role Project Manager Project Engineer Stormwater / Water Quality Traffic Engineer Signal Modifications/Traffic Control Bridge/Structural Engineer Construction Management Principal Asst. Construction Manager/Contract Administrator Resident Engineer/Field Inspector Geotechnical Engineer Hourly Rate $185 $167 $155 $167 $125 $175 $175 $167 $130 $150 Page 4 of4 m *