Loading...
HomeMy WebLinkAboutTesting Engineers Southwest Inc; 2010-12-02; PWENG797PWENG797 AGREEMENT FOR GEOTECHNICAL ANALYSIS SERVICES (TESTING ENGINEERS SOUTHWEST, INC.) THIS AGREEMENT is made and entered into as of the <£Lf\0L' day of 2010, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and TESTING ENGINEERS SOUTHWEST, INC., a subsidiary of Vertical Five, Inc., a Delaware corporation, ("Contractor"). RECITALS City requires the professional services of a geotechnical engineering firm that is experienced in geotechnical analysis. Contractor has the necessary experience in providing these professional services, 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 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 (1) year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be on a time and materials basis to a total amount not to exceed three thousand one hundred twenty dollars ($3,120). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City 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 City. Contractor will be under the control of City 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 City Attorney Approved Version 9.22.10 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 City Attorney or the City 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 City by certified mail. City will be named as an additional insured on General liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 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. 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. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City 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 City of Carlsbad 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 City. 13. Amendments. This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version 9.22.10 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 TESTING ENGINEERS SOUTHWEST , INC., a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California (sign here)/y Manager or Mayor or Director^ (print name/title) ' ATTEST: *By: (sign here)LORRAINE M. WOOD City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer 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 9.22.10 CALIFORNIA JURAT WITH AFFIANT STATEMENT State of California County of ss. HfSee Attached Document (Notary to cross out lines ~\-6 below) D See Statement Below (Lines 1-5 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Place Notary Seal Above Signature of Document Signer No. 2 (if any) Subscribed and sworn to (or affirmed) before me on this Date day of Month Year . by (1) Name of Signer D Personally known to me H"F5roved to me on the basis of satisfactory evidence to be the person who appeared before me (.) (,) (and :Name of Signer D Personally D Proved/fo me on the basis "oT^satisfectory evidence to be ine/^rson who appeared before 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. Further Description of Any Attached Document Title or Type of Document: ^^ 4*-W ty$15- <• Document Date: xVtTt^S^^fe^V JL, #Q't) Number of Pages: RIGHT THUMBPRINT OF SIGNER #1 Top of thumb here Signer(s) Other Than Named Above:. RIGHT THUMBPRINT OF SIGNER #2 Top of thumb here ©2004 National Notary Association- 9350 De Soto Ave., P.O. Box 2402 -Chatsworth, CA 91313-2402-www.NattonalNotary.org Item #5910 Reorder Call Toll-Free 1-800-876-6827 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF TESTING ENGINEERS SOUTHWEST, INC WHICH WILL DO BUSINESS IN CALIFORNIA AS VERTICAL V TESTING ENGINEERS, INC. Be it resolved that it is in the best interests of TESTING ENGINEERS SOUTHWEST, INC WHICH WILL DO BUSINESS IN CALIFORNIA AS VERTICAL V TESTING ENGINEERS, INC. a Delaware Corporation to enter into contracts with the City of Carlsbad. In furtherance of this resolution, Mark Baron as Vice President is duly authorized to enter into and sign said contracts on behalf of TESTING ENGINEERS SOUTHWEST, INC WHICH WILL DO BUSINESS IN CALIFORNIA AS VERTICAL V TESTING ENGINEERS, INC. Mark Baron is further authorized to provide such additional information and execute such other documents as may be in connection with said contracts and to execute any amendments, rescissions, and revisions thereto. The Secretary is authorized to impress the seal of TESTING ENGINEERS SOUTHWEST, INC WHICH WILL DO BUSINESS IN CALIFORNIA AS VERTICAL V TESTING ENGINEERS, INC. on any such document, amendment, rescission, or revision. I, MaryJo O'Brien the Secretary of TESTING ENGINEERS SOUTHWEST, INC WHICH WILL DO BUSINESS IN CALIFORNIA AS VERTICAL V TESTING ENGINEERS, INC. do hereby certify this to be a true copy of the resolution duly adopted at the Special Board Meeting on November 11, 2010 and that it has not been rescinded, amended or altered in any way, and that it remains in full force and in effect. .MaryOo CrBrien - Secretary 1I/11/2.QIO / / Date [Corporate Seal or "L.S. "] EXHIBIT "A" Vertical Testing Engineers — Vertical Five Geotechnical, Construction Inspection & Materials Testing Consultants October 27, 2010 Proposal No.: 3802.10.235 Mr. Frank Jimeno, P.E. City of Carlsbad Public Works - Engineering Division 1635 Faraday Avenue Carlsbad, CA 92008 Subject: Proposal for Additional Third-Party Review of Slope Compaction Requirements, Proposed La Costa Condominiums, Carlsbad, California Dear Mr. Jimeno: Pursuant to your request, Testing Engineers - Vertical Five (TE), is pleased to present this proposal to provide additional third-party geotechnical review services for the subject project. It is understood that alternative slope compaction requirements have been proposed. The purpose of the additional review is to check whether the geotechnical aspects of the alternative recommendations have been identified and addressed in the project geotechnical documents. This proposal letter presents an estimate of the cost to perform the additional review. The review will be based on geotechnical data presented in the project geotechnical documents and our professional judgment. It is anticipated that the third-party review will consist of the following: • Review of the alternative slope compaction recommendations, and preparation of a report presenting TE's comments from a geotechnical standpoint regarding the proposed design. • Review of the project geotechnical consultant's responses to TE's comments and preparation of a subsequent geotechnical report presenting additional comments if needed. • It is anticipated that as many as two review/comment/response report cycles may be required to complete the review. The estimated cost for each of the geotechnical review cycles is $1,560.00 (one thousand five hundred and sixty). The following is an estimated breakdown of the charges for each of the review/comment cycles: Principal Engineer 4 Hours @ $150.00/hour $ 600.00 Project Engineer/Geologist 8 Hours @$120.00/hour $960.00 Estimate for Each Review/Comment/Response Cycle: $1,560.00 Multiplied by Two Review/Comment/Cycles: X 2 Total Estimated Cost $3,120.00 7895 Convoy Court, Suite 18, San Diego, CA 92111 + Phone (858) 715-5800; Fax (858) 715-5810 + www.Vertical-V.com A subsidiary of Vertical Five, Inc. - Offices Nationwide Proposed La Costa Condominium Project Cartlsbad, California Proposal No.: 3802.10.235 TE agrees not to exceed this amount, $3,120.00 (three thousand one hundred and twenty dollars), without prior written approval. If the above is satisfactory, please provide appropriate contract documents for execution. Upon receipt of executed contract documents, we will proceed with the review and response to the issues. Testing Engineers - Vertical Five appreciates being of service to you in this matter, and look forward to working with you. If you have any questions or require additional information, please do not hesitate to contact either of the undersigned at (858) 715-5800. Respectfully submitted, Testing Engineers - Vertical Five bero, RCE Project Engineer Gene Custenborder, CEG Principal Engineering Geologist CA/GC:ws Distribution: (1) Addressee (via e-mail) Testing Engineers - Vertical Five