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HomeMy WebLinkAboutT Y Lin International; 2013-07-29; UTIL1023UT1L1023 AGREEMENT FOR CIVIL ENGINEERING SERVICES (T.Y. LIN INTERNATIONAL) THIS AGREEMENT is made and entered into as of the / day of 7/ / / 20 /5. by and between the CARLSBAD MUNICIPAL WATER DISTf^lCT, a^ublic Agency organized under the Municipal Water Act of 1911, and a Subsidiary fri^t of the City of Carisbad, ("CMWD"), and T.Y. LIN INTERNATIONAL, a California :6rporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a civil engineering firm that is experienced in civil construction. B. Contractor has the necessary experience in providing professional services and advice related to construction support forthe Park Drive Improvement Project. C. Contractor 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 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 Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period 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 peri^ormance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties wiil 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 twenty thousand nine hundred twenty four dollars ($20,924). 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 Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". General Counsel Approved Version 5/3/13 1 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 CMWD. Contractor wili be under control of CMWD only as to the result to be accomplished, but wili consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD wiii 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 CMWD and the City of Carisbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. Contractor wili 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 CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad, their 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 CMWD or the City of Carisbad incurs or makes to or on behalf of an injured employee under the their 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 peri'ormance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an General Counsel Approved Version 5/3/13 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-: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". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive 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. CMWD, 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 Liabilitv 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 Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover'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 CMWD'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 ofthe work. I I If box is checked, Professional Liability CMWD'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 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. General Counsel Approved Version 5/3/13 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD 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. CMWD 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 Carisbad 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 cleariy identifiable. Contractor will allow a representative of CMWD 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 CMWD. 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 CMWD. 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 CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD Name Sherri Howard For Contractor . Name Greg Keppler Title Associate Engineer Title Project Manager Carlsbad Municipal Water District Address 1635 Faraday Avenue Carisbad, CA 92008 Phone 760-602-2756 Address 404 Camino del Rio South, Suite 700 San Diego, CA 92108 Phone E-mail 619-692-1920 Greg.keppler@tylin.com 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. General Counsel Approved Version 5/3/13 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 all 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 peri^ormance 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 ofthe requirements ofthe 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 othen^/ise settled by agreement between the parties. Representatives of Contractor or CMWD 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum General Counsel Approved Version 5/3/13 fee payable under this Agreement. CMWD 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, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise 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 CMWD 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 CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitied 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 CMWD 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 CMWD 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 CMWD, 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. General Counsel Approved Version 5/3/13 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 T.Y. LIN INTERNATIONAL, a California corporation By: / CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carisbad (sign here) 1^^ Cx^i<^ r%eKig>Kj /jice ye&\v^r (print name/titfe) President di"^xecutive Manager or Division Director as authorized by the Executive Manager By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:. A A. BREWER, General Cour Assistant GeneralCounsel General Counsel Approved Version 5/3/13 CORPORATE AUTHORIZATION F.R. Clark Femon, Vice President of T.Y. Lin Intemational (the "Corporation"), a Califomia corporation, is a duly elected and appointed officer ofthe Corporation and holds fiill corporate authority to enter into any contracts and execute Bid Forms on behalf of the Corporation. In witness whereof, I have caused this instrument to be executed and the corporate seal to be hereunto affixed in the City of San Francisco, U.S. A. on the 22"^ day of January, 2013. Corporate Seal T.Y. Lin Intemational Veronica Fennie Assistant Secretary TYLIISilNTERNATIONAL ^^^,3,^ ^ enqineers j pbnnets j scientists July 11, 2013 Ms. Sherri Howard Associate Engineer City of Carlsbad Utilities Department 1635 Faraday Avenue Carlsbad, CA 92008 T.Y. Lin International (Consultant) is very pleased to provide this proposal to the City of Carlsbad Utilities Department (City) for construction phase related services to the Park Drive Wateriine Improvements and Northwest Quadrant Storm Drain Project. It is our understanding that the contractor. Schilling Paradise, is under contract with the City now and that the construction phase of the project will commence very soon. Scope of Engineering Services Once a written Notice-to-Proceed is provided the City, the work to be performed by the Consultant will consist of the foUowing tasks: Task 1. Meetings. The Consultant will attend a kickoff meeting and project meetings at the project site to discuss items that cannot be resolved through the submittal and review process. Three meetings are assumed: one (1) kickoff meeting and two (2) project field meetings. Task 2. Review Submittals. The Consultant will review contractor-prepared shop drawings, product submittals and certificates of compliance as described in the General Provisions and make a recommendation for action. Submittals reviewed by the Consultant and returned to the CM will be marked. The Consultant will mark each submittal with an inked stamp signature of the reviewer and the date of submittal review as follows: 1. Conforms. 2. Conforms as Noted. 3. Make Corrections As Noted. 4. Revise and Resubmit. 5. Rejected. 6. Submit Specified Item. 7. No Action Taken. The Consultant assumes that the action categories above are sufficient. The Consultant will review submittals, recommend submittal action and return submittals to the CM. The Consultant will retain one (1) copy of each submittal for the Consultant's records. It is assumed that submittals will be transmitted electronically to and from the CM and Consultant. It has been assumed that twenty (20) submittals will be reviewed for the purposes of estimating the level of effort. 404 Camino del Rio South, Suite 700 | San Diego, California 92108 | T 619.692.1920 | F 619.692.0634 Scope of Work Park Drive Wateriine Improvements and Nortliwest Quadrant Storm Drain Project July 11, 2013 Page 2 of 3 Task 3. Response to Contractor-Submitted Requests for Information (RFI's). The Consultant will review and respond to RFI's forwarded from the CM in order to clarify or provide additional information to the contractor. It has been assumed that twelve (12) RFIs will be responded to for the purposes of estimating the level of effort. RFIs and responses will be transmitted electronically. Task 4. Provide clarification sketches. The Consultant will provide up to six clarification (6) sketches that are used to resolve conflicts or clarify items in the contract documents. Sketches will be transmitted electrorucally. Task 5. Record Drawings. The Consultant will incorporate redline mark-ups, or "As- builts", generated in the field during construction by the CM to be included in the record drawings. Record drawings will be prepared on Mylar and submitted to the City upon completion of the project. Task 6. Project Management. The Consultant Project Manager will track internal progress of the project and prepare, review, and submit invoices. Deliverables and Schedule The Consultant will work diUgently to respond to and review RFIs and submittals as quickly as possible. Typically, RFIs will be retumed within three to five (3-5) business days of receipt. Typically, clarification sketches will be provided within two to three (2-3) working days of a request. Shop drawings and submittals will be returned within fifteen (15) business days of receipt. This assumes that the shop drawings and submittals are complete and are submitted in accordance with the project specifications. If submittal reviews require revisions resulting from redline comments or are incomplete, the contractor shall resubmit them. Re-submittals will typically be returned within fifteen (15) business days after receipt of the re-submittal. This schedule assumes that all the comments were addressed and incorporated prior to re-submittal back to the Consultant. This proposal assumes construction duration from August 1, 2013 to December 31,2013. Work not Included The following items of work, if required, are not included in fhe scope of services of this proposal: 1. Review of submittals by any agency or entity other than fhe City of Carlsbad Utilities Department or their designated representative 2. Storm Water Quality enforcement 3. Environmental studies or documentation 4. Permits, fees, or inspections 5. Public information or public outreach effort required for the scope of services 404 Camino del Rio South, Suite 700 | San Diego, California 92108 | T 619.692.1920 | F 619.692.0634 Scope of Work Park Drive Wateriine Improvements and Northwest Quadrant Storm Drain Project July 11, 2013 Page 3 of 3 Fees for Engmeering Services The fee (Attachment 1) for the conshruction phase services in the above described work will be provided on a time and materials basis for a total amount not to exceed $20,924. Invoices will be submitted on a monthly basis for the services completed through the end of the billing period. Thank you for the opportunity to submit this scope and fee proposal. If you have any questions, please contact me at 760-390-8444 Sincerely, ^eppier/ HE. Project Manager I) Clark Femon, P.E. Vice President 404 Camino del Rio South, Suite 700 | San Diego, California 92108 1 T 619.692.1920 j F 619.692.0634 Attachment 1 Project: Park Drive Wateriine and Surface Improvements Client: City of Carlsbad Utilities Department Scope: Construction Phase Support Date: 7/10/2013 ENGtNEERiNG SERVICES - CONSTRUCTION PHASE SERVICES CLASSIFICATION LABOR Superv Senior Design Admin LABOR Engr Engr Tech II Assist (Fully Burdened) Task Description $216.00 $160.00 $125.00 $50.00 HOURS COST 1 Meetings 6 6 $960 2 Review Submittals 44 44 $7,040 3 Respond to RFIs 16 16 $2,560 4 Provide Clarification Sketches 8 8 $1,280 5 Prepare As-builts 4 8 32 4 48 $6,344 6 Project Management 4 10 14 $2,464 Labor Totals: 8 92 32 4 136 $20,648 OTHER DIRECT COSTS Units Quantity Unit Cost Amount Auto Mileage Miles 210 $0.60 $126 Shipping/Delivery EA 3 $29.00 $87 Otiier - Mylars EA 9 $7.00 $63 Total ODCs: $276 TOTAL FEE. BASIC SERVICES: $20,924 TYLININTfiF^ \JAHONAl_ SCHEDULE OF FEES - 2013 BRIDGE Principal Engineer • $250.00 Supervising Engineer $216.00 Senior Engineer $160.00 Engineer II $145.00 Engineer I $130.00 Assistant Engineer $120.00 Design Technician III $140.00 Design Technician II $125.00 Design Technician I $78.00 CONSTRUCTION Senior Construction Engineer II $177.00 Senior Construction Engineer I $151.00 Construction Engineer $135.00 Assistant Construction Engineer $114.00 Vehicle MUeage $0.60/miie Construction Engineers/Inspectors are provided with trucks equipped with rotating amber safety beacons and toolboxes containing the necessary hand tools required during construction inspections. Specialty equipment, if required, may be billed separately. Hourly charges include provision for normal office overhead costs, such as office rental, utilities, iiwurance, clerical services, equipment, normal supplies and materials, and in-house reproduction services. Other expenses such as special consultants or purchased outeide services will be billed at cost plus 10 percent Unless otherwise provided for in the conhract, all hourly rates are subject to 4% annual escalation on Jantiary 1*».