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HomeMy WebLinkAboutSCS Tracer Environmental; 2010-06-29;AGREEMENT FOR PREPARATION OF PSM/RMP COMPLIANCE CALENDAR SCS TRACER ENVIRONMENTAL ") QJOHIS AGREEMENT is made and entered into as of the CX / __ day of 2010, by and between the CARLSBAD MUNICIPAL WATER DISTR[pT, a Public Agency organized under the Municipal Water Act of 1 91 1 , and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), and SCS Tracer Environmental, a Corporation, ("Contractor"). RECITALS CMWD requires the professional services of a contractor that is experienced in preparing PSM/RMP Compliance Calendars. Contractor has the necessary experience in providing these professional services, has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. Scope of Work. CMWD 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 one year from the date first above written. 3 Compensation. The total fee payable for the Services to be performed will be Two Thousand Four Hundred Ninety dollars ($2,490.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD 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 CMWD. Contractor will be under the control of CMWD 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 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. 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 General Counsel Approved Version #05.06.08 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 General Counsel or the Executive 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 CMWD by certified mail. CMWD and the City of Carlsbad will be named as additional insureds on General and Automobile liability. Contractor will furnish certificates of insurance to CMWD, with endorsements to CMWD prior to CMWD's execution of this Agreement. 7. Conflict of Interest. CMWD will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and CMWD'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 employees, agents, or subcontractors will complete and file with the Secretary of the Board those schedules specified by CMWD and contained in the Statement of Economic Interests Fom 700. 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. CMWD or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. CMWD 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 Carlsbad Municipal Water District to terminate this Agreement. 11. Venue and Jurisdiction. 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 neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of CMWD. 13. Amendments. This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. General Counsel Approved Version #05.06.08 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 T hovnas &\\?fp\V Office (print name/title) 1 1 g (e-mail address) "By:y (sign/iefej (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Executive Manager ATTEST: I/ORRAI^JE M Secretary (e-mail address) If required by CMWD, proper notarial acknowledgment of execution by contractor 'fffiust"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, CFOor Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering theofficer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel eputy General Coxjnsel General Counsel Approved Version #05.06.08 Environmental Consultants and Contractors 970 Los Vallecitos Blvd. Suite 100 San Marcos, CA 92069 760 744-9611 FAX 760 744-8616 www.scsengineers.com SCS TRACER ENVIRONMENTAL Formerly Tracer Environmental Sciences & Technologies, Inc., now a part of SCS Engineers. April 29, 2010 Mr. Steve Plyler Carlsbad Public Works M&O 5950 El Camino Real Carlsbad, CA 92008 (Sent via email to Steve Plyler Steven.Plvler@CarlsbadCA.sov and Jase Warner Jose. Warner@CarlsbadCA.sov) SUBJECT: Proposal to Prepare PSM/RMP Compliance Calendar Dear Mr. Plyler: SCS Tracer Environmental (SCS Tracer) is pleased to submit this cost proposal to update the PSM/RMP Compliance Calendar for the City of Carlsbad Public Works Upper and Lower Mearkle facilities. The City of Carlsbad Public Works Upper and Lower Mearkle facilities use a PSM/RMP Compliance Calendar to assist with the implementation of the PSM/RMP for the chlorine process. The Calendar includes compliance task for five years, the current Calendar ends in December 2010. SCS Tracer will discuss with the treatment plant personnel to ensure the Calendar is an efficient method for tracking and implementing the programs. A new Calendar will be developed based on their comments, and it will begin in January 2011 through December 2015. Project Costs The fixed-fee cost to prepare the Compliance Calendar for the City of Carlsbad Public Works is outlined below. There are no on-site visits included in this scope of work. "Other Direct Costs" include shipping and materials. Fixed-Fee Costs Task Compliance Calendar and Summary Time Staff Professional: Project Manager: 32 hours @ $70.00/hour 2 hours @ $100.00/hour Other Direct Costs (supplies, shipping, etc.) Facility Total Cost $ 2,240.00 $ 200.00 $ 50.00 $ 2,490.00 Offices Nationwide Page 2 of 2 Mr. Steve Plyler April 29, 2010 Standard Terms: Refer to the attached SCS Tracer Environmental - Standard Terms & Conditions. SCS Tracer appreciates the opportunity to submit this proposal which is valid for 30 days. Please sign below to initiate project or provide a company Purchase Order number. If you have any questions, please feel free to call me (760-744-9611 xl 18). Sincerely, SCS Tracer Environmental 4 Jennifer Green Jeanna Emmons Staff Professional - Risk Management Project Manager - Risk Management Attachment - SCS Tracer Environmental Terms & Conditions I agree to the scope of work listed above in this letter and the Terms and Conditions attached. I hereby authorize SCS Tracer Environmental to proceed with this project. Project Approved By: Print Name Signature Title Date $2.490 PO # Amount Offices Nationwide SCS Tracer Environmental Standard Terms & Conditions A. Payments for invoices prepared by SCS TRACER ENVIRONMENTAL are due and payable upon receipt. Payments due SCS TRACER ENVIRONMENTAL under this Agreement shall be subject to a service charge of one and one-half (1-1/2) percent per month for invoices not paid within thirty (30) days after the date of receipt of invoice. B. Client agrees to pay all costs and expenses of SCS TRACER ENVIRONMENTAL, including reasonable attorney fees, arising out of or in connection with collecting amounts for which Client is responsible pursuant to this Agreement C. This Agreement may be terminated by either party upon 15 days1 written notice to the other party. Upon termination, SCS TRACER ENVIRONMENTAL shall be paid for all Services rendered to the date of termination together with any termination expenses incurred. D. Any work in addition to that described in Article 1 above performed at the request of the Client shall be compensated on a time-and-materials basis at the rates contained in SCS TRACER ENVIRONMENTAL'S Standard Fee Schedule in effect at the time of performance of the Services. Unless expressly stated therein, the scope of work does not include testimony or responding to subpoenas or other legal orders requiring production of records or testimony. In the event SCS TRACER ENVIRONMENTAL receives a subpoena or other legal order for the production of project records or testimony, SCS TRACER ENVIRONMENTAL will be compensated by client at current Fee Schedule rates. E. The parties hereto shall each maintain in full force and effect Commercial General Liability insurance with coverage limits which are reasonable in light of the Services to be undertaken, and Workers' Compensation Insurance as required by law. F. Any drawings, specifications, reports, data and notes developed pursuant to this Agreement are instruments of service, and as such the original documents, tracings, and field notes are and remain the property of SCS TRACER ENVIRONMENTAL. G. Neither party shall delegate its duties under this Agreement without the written consent of the other party. Each party binds itself to the successors, administrators and assigns of the other party in respect of all covenants of this Agreement. H. The parties agree that the total liability of SCS TRACER ENVIRONMENTAL under this Agreement and for the Project shall be limited to Fifty Thousand Dollars ($50,000) or the amount of SCS TRACER ENVIRONMENTAL'S total fees hereunder (whichever is greater), unless Client pays for the assumption of additional liability by SCS TRACER ENVIRONMENTAL as a separate line item in Article 2 above. I. Unless otherwise expressly stated in the Scope of Services, SCS TRACER ENVIRONMENTAL shall have no responsibility for site health and safety, except with respect to the activities of SCS TRACER ENVIRONMENTAL and its subcontractors. In no event shall SCS TRACER ENVIRONMENTAL be responsible for the means, methods or manner of performance of any persons other than SCS TRACER ENVIRONMENTAL and SCS TRACER ENVIRONMENTAL'S subcontractors. J. Client agrees that SCS TRACER ENVIRONMENTAL will not be responsible for liability caused by the presence or release of hazardous substances or contaminants at the site, unless the release results from the sole negligence of SCS TRACER ENVIRONMENTAL or its subcontractors. The Client will either make others responsible for liabilities due to such conditions, or will indemnify, defend and save harmless SCS TRACER ENVIRONMENTAL from such liabilities. At no time shall title to hazardous substances, solid wastes, petroleum contaminated soil or other regulated substances pass to SCS TRACER ENVIRONMENTAL, nor shall any provision of this Agreement be interpreted to permit or obligate SCS TRACER ENVIRONMENTAL to assume the status of a "generator," "owner," "operator," "transporter," "arranger" or "treatment, storage or disposal facility" under state or federal law. The provisions of this Article 6j shall survive any termination of this Agreement. K. SCS TRACER ENVIRONMENTAL shall be entitled to rely on information provided by Client. SCS TRACER ENVIRONMENTAL shall be entitled to an equitable adjustment in the price and schedule if conditions differ materially from information provided by Client, or differ from what could reasonably be anticipated given the nature of the Services. , L. SCS Tracer Environmental is a division of Stearns, Conrad and Schmidt Consulting Engineers, Inc. All references to SCS Tracer Environmental or SCS TRACER ENVIRONMENTAL shall mean Stearns, Conrad and Schmidt Consulting Engineers, Inc.