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HomeMy WebLinkAboutSCS Tracer Environmental; 2010-07-14;AGREEMENT FOR QUARTERLY PSM/RMP VISITS SCS TRACER ENVIRONMENTAL THIS AGREEMENT is made and entered into as of the / V day of ^y^-^Tf 2010, by and between the CARLSBAD MUNICIPAL WATER DISTRICT,<i Public Agency organized under the Municipal Water Act of 1911, 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 quarterly PSM/RMP visits and the follow up necessary to complete the quarterly visits per the proposal dated February 16, 2010. 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. The Executive Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof in an amount not to exceed Two Thousand Six Hundred Twenty dollars ($2,620.0) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective die and length of the extended Agreement. 3. Compensation. The total fee payable for the Services to be performed will be Two Thousand Six Hundred Twenty dollars ($2,620.00). 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 ttos Agreement. General Counsel Approved Version #05.06.08 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A- VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000)) each, unless otherwise authorized and approved by the 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 Form 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. CONTRAC3£>R *By: 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: (print nartie/title) I/ORRAUNE M Secretary (e-mail address) */f V<J* If required by CMWD, proper notarial acknowledgment of execution by contracfbY'«nusOxbe 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 Deputy General Counsel General Counsel Approved Version #05.06.08 Environmental Consultants 970 Los Vallecitos Blvd. 760 744-9611 and Contractors Suite 100 FAX 760 744-8616 San Marcos, CA 92069 www.scsengineers.com SCS TRACER ENVIRONMENTAL Formerly Tracer Environmental Sciences & Technologies. Inc.. now a part of SCS Engineers. To: Steve Plyler, Carlsbad Public Works M&O (Steven.Plvler@CarlsbadCA.gov) ca Jase Warner, Carlsbad Public Works M&O (Jase. Warner©CarlsbadCA.got/) From: Jake Tilley, SCS Tracer Environmental (jtilley@scsengineers.com) ,j«/^-c— " Date: February 16, 2010 Re: Proposal for Quarterly PSM / RMP Visits SCS Tracer Environmental (SCS Tracer) is pleased to submit this proposal to conduct Quarterly site visits (4 per year) with the City of Carlsbad Public Works - Maintenance & Operations (M&O) department. The routine site visits will include the following tentative agenda: 1. Review of PSM / RMP / CalARP Program Elements 2. Employee Training (as needed) The site visits are estimated to be approximately 4 hours in duration each. The following paragraphs detail the scope of work associated with one site visit that will be conducted by a Senior Engineer at SCS Tracer. 1. Review of CalARP Program Elements There are many elements to the PSM / RMP / CalARP documents that can seem overwhelming to the on-site program manager. A meeting with district personnel will be conducted to ensure that department supervisors and managers and other responsible parties are aware of and keeping up with their responsibilities associated with the PSM, RMP, and CalARP programs. The goal of these meetings will be to identify areas of compliance that need additional support. The resulting follow-up summary report will provide a list of recommendations to M&O managers to move towards full compliance. A Senior Engineer from SCS Tracer will lead the discussion that will focus on a review of: 1) previous recommendations resulting from program-related studies (Process Hazard Analyses and Compliance Audits) along with the status of each action item; 2) any changes or proposed changes to the chlorine processes or related equipment and/or the facility that might require updates to the written programs; 3) any recent chlorine leaks (or near misses), incidents, or injuries related to the chlorine processes; and 4) maintenance records for chlorine equipment. Assistance will be provided to complete necessary paperwork for Management of Change, Pre-Startup Safety Review, Contractor Safety packages, etc. 2. Employee Training As department personnel and/or responsibilities change, SCS Tracer can provide training to ensure Carlsbad M&O employees are aware of their responsibilities under the PSM / RMP / CalARP programs. This would include specific recordkeeping aspects in addition to emergency action planning and notifications. Also, a brief training session can be provided SCS Tracer Environmental 970 Los Vallecitos Boulevard, Suite 100 • San Marcos, CA 92069 760-744-9611 • 760-744-8616 FAX I _ ft A hA SCS TRACER ENVIRONMENTAL Page 2 of 4 Mr. Steve P/yler February 16, 2010 for new employees to document chlorine hazard awareness, the district's PSM / RMP / CalARP program, and the emergency plan. Final Deliverables Following the on-site meeting, SCS Tracer will provide the following materials for Carlsbad M&O's records: • Updated status report for any outstanding recommendations (Process Hazard Analysis studies, Compliance Audits, etc.); • A written summary of deficiencies (suggestions for enhancement or revision) regarding the PSM/RMP/CalARP program noted during the on-site visit; • A written summary of the meeting delivered to Carlsbad M&O responsible parties; and • A cost estimate for SCS Tracer to complete any suggested revisions / updates discussed during the site visit. Assumptions SCS Tracer assumes the following conditions apply to the proposed quarterly site visits: • Any revisions or edits required for the PSM/RMP/CalARP program are not included in this cost estimate. Proposals for completing updates can be provided by SCS Tracer following each site visit. • Required PSM/RMP/CalARP compliance tasks beyond the scope of this proposal such as Three-Year Compliance Audits, Five-Year Revalidations, and Mechanical Integrity Audits are not included in this cost proposal. Costs The fixed-fee costs for each Quarterly visit are as follows: Labor On-Site Meeting: 4 hours - Senior Engineer @ $90 / hr $ 360 Follow-Up Reporting: 3 hours - Senior Engineer @ $90 / hr $ 270 Other Direct Costs: Materials, travel, etc. $ 25 Fixed-Fee Costs per Quarter $ 655 Fixed-Fee Costs for 4 Quarterly Visits $ 2620 SCS Tracer Environmental 970 Los Vallecitos Boulevard, Suite 100 • San Marcos, CA 92069 760-744-9611 • 760-744-8616 FAX SCS TRACER ENVIRONMENTAL Page 3 of 4 Mr. Steve P/yter February 16, 2010 Standard Terms: Refer to the attached SCS Tracer Environmental - Standard Terms & Conditions. Please authorize project initiation below. I approve the project listed above. Print Name Signature Title Date Purchase Order # SCS Tracer Environmental 970 Los Vallecitos Boulevard, Suite 100 • San Marcos, CA 92069 760-744-9611 • 760-744-8616 FAX 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 days' 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. SCS Tracer Environmental 970 Los Vallecitos Boulevard, Suite 100 • San Marcos, CA 92069 760-744-9611 • 760-744-8616 FAX