HomeMy WebLinkAboutWoodside/Kubota Associate Inc; 1985-04-10;..
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AGREEMENT AMORC COSTA REAL HUMIC1 DISTRICT, WOODSIDIc/KUBOTA AND ASS
A#D JACK P. KUBOTA
This agreement is entered into this 10"day of /P%'/c 1985, among Costa Real Municipal Water District, Woodside/Kubota Associates, Inc. and Jack Y. Kubota in view of the following
facts:
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Costa Real Municipal Water District (hereinafter "District") is a municipal water district organized and operating in San Diego County, California, pursuant to Water Code § 71000 et seq.
Woodside/Kubota & Associates, Inc, (hereinafter "Woodside/ Kubota") is a California corporation doing business in San
Diego County. Jack Y. Kubota is an individual residing in San Diego County, and is an officer and principal of
Woodside/Kubota.
The Board of Directors of District, by Resolution No. 459, partially terminated the October 17, 1979 contract (as
amended December 17, 1980, hereinafter collectively called
the "1979 Contract") for engineering services between Dis-
trict and Woodside/Kubota, and replaced Jack Yo Kubota as District Engineer.
The Board of Directors of District approved, on February 20,
1985, the assumption of certain engineering tasks by Dis- trict staff, appointment of a new District Engineer, and the retention by Woodside/ Kubota of certain other engineering
tasks, as set forth herein.
The parties signatory hereto desire to terminate the 1979 Contract, while entering into a new agreement for continuing and defining the engineering services provided to District by Woodside/Kubota. This agreement is intended to provide
an orderly redelegation of responsibilities in accordance with the actions of the Board of Directors of District.
NOW, THEREFORE, it is agreed as follows:
1. Definitions.
1.1 "District Engineer", as used herein, means the engineer appointed by the Board of Directors of the District to
advise the District on all engineering matters.
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1.2 "General Manager", as used herein, means the manager of the District appointed by the Board of Directors.
2.1 District Responsibilities. District staff shall
assume and carry out the functions listed below. Hence-
forth, neither Woodside/Kubota nor its employees, principals or agents shall perform any additional work on such matters without written authorization pursuant to paragraph 2.5 hereof .
a. Special Studies. District staff shall take over
the "D" Reservoir Site Study after completion of ini-
tial study by Woodside/Kubota. Any other special studies including but not limited to the Evans Point Reservoir Site Study and the Squires Dam valve repair investigation, shall be completed as determined by the General Manager and the District Engineer.
b. Utilities Coordination. Responsibility for all
new projects and the following current projects:
(1) Pointsettia Lane Bridge (2) Tamarack Avenue improvements (3) Downtown area alley improvements
(4) Carlsbad Boulevard Bridge at Agua Hedronda Lagoon
However, the Distrit may authorize additional work hereon by Woodside/Kubota pursuant to paragraph 2.5
hereof .
c. General Consultation. All general consultation matters including, but not limited to such tasks as attendance at ali Board of Directors' meetings, staff
meetings and committee meetings, coordination of all work programs with the City of Carlsbad, routine con- sultations with the staff, Board members, and the gen-
eral public, and general liaison on all engineering matters.
d. Operations and Maintenance. All routine opera-
tions and maintenance engineering work.
e. Development Projects. All new development proj- ects will be referred to the District for review by the District staff to ascertain estimated District costs and to determine the required deposit by the developer. District will perform plan checking, inspection and re-
lated services. Woodside/Kubota will assist as needed upon the written authorization of the General Manager or District Engineer pursuant to paragraph 2.5 hereof.
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2.2 Woodside/Kubota Responsibilities. The parties hereto
agree that Woodside/Kubota shall, as consulting engineers under the direction of the General Manager and District Engineer, continue to perform the engineering functions listed below. The existing construction contracts for these
projects identify Woodside/Kubota as the District Engineer.
Notwithstanding such language, it is agreed among the par- ties that Woodside/Kubota shall act under the direction of the new District Engineer. Woodside/Kubota shall use its
best efforts to complete these projects by the date set forth below, unless extended by mutual consent of the par- ties thereto or delayed by causes beyond the control of Woodside/Kubota.
a. Certificate of Participation Projects - Construc- tion Management, Inspection, Coordination of design standards, Completion of design of transmission mains, Chloramination station, pressure-regulating stations,
pumping station, and landscaping, followed by complete construction.
1. La Costa H. Reservoir and Transmission Main by May 31, 1985.
2. Tri Agencies Pipeline Reservoir and Transmission Mains by April 30, 1986.
3. Santa Fe I1 Reservoir and Transmission Main by June 30, 1986.
b. Capital Projects - All Phases Nearly Completed.
1. Tri Agencies Pipeline Extension (to City
Service Area) by May 1, 1985.
2. Pressure-Regulating Station and water mains
at Poinsettia Lane and Batiquitos Lagoon by May 1, 1985.
3. Pi0 Pico-Highland Drive water main replace- ments by April 1, 1985.
r4. "D" Reservoir Area High Pressure Water Main by May 1, 1985.1
c. Special Studies.
Issuance of updated District-wide Master Plan in final form by April 15, 1985.
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d. Development Projects.
Within 30 days, Woodside/Kubota shall prepare a complete inventory of all such projects. Projects which are under construction or have reached a point, in the opinion of the District Engineer,
where project management cannot be transferred back to District staff in a timely and efficient
manner. Work on each such matter shall be author-
ized in accordance with paragraph 2.5 hereof.
2.3 Rate of Compensation. In performing the engineering
functions described in paragraph 2.2 hereof, Woodside/Kubota shall be compensated in accordance with the following sched- ule:
a. Direct Salary Cost. Compensation for services
of personnel employed by Woodside/Kubota shall be the salary costs of said personnel, as described in the "Manuals and Reports on Engineering Practice No. 45, 1975 Edition" of the American Society of Civil Engi-
neers, times a multiplier for the applicable personnel classification. Salary costs of personnel shall equal
direct wage costs of said personnel plus thirty percent
(30%) of direct wage costs to cover payroll overhead.
Direct wage costs of engineers and other salaried per-
sonnel shall be the monthly wage which is paid by
Woodside/Kubota to said personnel, divided by 173.3
hours and multiplied by the number of hours worked for
District. The direct wage cost of draftsmen, survey-
ors, inspectors, stenographers, clerks, and any other hourly personnel shall be the wage cost which is paid by Woodside/Kubota to said personnel for time worked
for District. The multiplier to be used for each per- sonnel classification, as provided heretofore, shall be 2.25.
b. Out of Pocket Expenses. Compensation for out- of-pocket expenses will be an amount determined by multiplying actual costs by a factor of 1.10. Out-of-
pocket expenses include the following:
1. Services directly applicable to the work, such as special computer rental and programming costs, special consultants, surveys, borings,
laboratory charges, commercial printing and bind- ing, and similar costs that are not applicable to general overhead.
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2. Identifiable reproduction costs applicable to the work, such as printing of drawings, photo-
stating, multilithing, printing, and similar costs .
3. Identifiable communication expenses, such as
long-distance telephone, telegraph, cable, express
charges, and postage other than for general cor- respondence.
4. Living and traveling expenses of employees when away from home office on business connected
with the work.
5. Mileage will be reimbursed at $0.205 per mile.
2.4 Payment for Completed Work. It is agreed among the
parties that Woodside/Kubota is entitled to be compensated for work performed prior to the date of execution of this contract for District under the 1979 Contract. Through Feb-
ruary 28, 1985, the amount detailed in Exhibit A, incorpora-
ted herein by reference, is owed by District to Woodside/ Kubota and due upon receipt of proper billing therefor. In
addition, the sum detailed in Exhibit B in completed-but-
unbilled work done through February 28, 1985, for develop-
ment projects ("hold accounts") for which fees are uncol- lected shall be payable upon collection of such fees. The District shall make all reasonable efforts to collect sums for the benefit of Woodside/Kubota, but shall not be liable
for any uncollected portion thereof, nor have any further obligation under this section five years after this agree- ment is executed. The parties further agree that for work
done prior to February 28, 1985, nothing further is owed by
District to Woodside/Kubota or Mr. Kubota for work or ex-
penses under the 1979 Contract or for any project other than
those specifically listed as ongoing pursuant to paragraph
2.2.
2.5 Additional Work. The General Manager or District Engineer may, trom time to time, request additional work to be done by Woodside/Kubota or Jack Kubota on an hourly
basis. Each such request shall be evidenced by written authorization by the General Manager or District Engineer.
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2.6 Woodside/Kubota and District agree to cooperate in the review and transfer of all of the final work products of Woodside/Kubota concerning projects performed for the benefit of District, including, but not limited to, plans, reports, cost estimates, inspection records, photographs and correspondence, to the District. The actual costs incurred
by Woodside/Kubota in preparing the copying such records for transfer in accordance with the directions of the District Engineer may be billed to and if billed shall be paid by District.
2.7 Mutual Termination of 1979 Contract. Except as pro-
vided in paragraph 2.4 hereof, obligating the District to pay compensation to Woodside/Kubota for services performed prior to the date of this agreement, the parties agree that the 1979 Contract is hereby terminated and of no further force or effect.
2.8 Release. In consideration of the above mutual prom- ises, District does fully release Woodside/Kubota and Jack Y. Kubota, individually and jointly, and Woodside/Kubota and Jack Y. Kubota, individually and jointly, do fully release
District, its directors, officers, employees and agents, from all claims and causes of action by reason of injuries, claims or expenses which have been or will be sustained as a result of or in any way related to the prior partial and this complete termination of the 1979 Contract and all pro- ceedings of District incidental thereto. This release and settlement shall be binding on and shall inure to the bene- fit of the successors and assigns of the parties. This re- lease shall not and does not constitute any admission of liability or fault by any party under the 1979 Contract, except as specifically provided herein. This release shall not affect the liability or responsibility, if any, of Wood- side/Kubota, its principals, agents or employees, for de- fects, errors or omissions in engineering design or other services performed under the 1979 Contract, or construction contracts modified by this agreement, or under any other agreement with District, prior to the date of execution hereof .
2.9 Termination. Nothing in this agreement shall be con- strued to prevent the District or Woodside/Kubota from ter- minating any or all of the professional services performed hereunder, or under any construction contract modified by this agreement, with or without cause, at any time upon written notice.
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Each person signing below declares that he or she has read and understood the foregoing, received advice of counsel, and that the statements made herein are true as of the date of signing.
DATE : COSTA REAL MUNICIPAL WATER DISTRICT
By:
v DATE: qT/& - 85 WOODSIDE/KUBOTA 6r ASSOCIATES, INC.
DATE:
(DEB2:GMCOST.Al)
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- PROJECT
NUMBER
82-125
82 -1 27
83-114
84-102
85-103
80-112
82-108
. 83-101
81-118
82 -1 04
82-115
82-126
83-103
83-107
83-111
83-112
84-103
77-112
84-109
81-201
81-205
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EXHIBIT "A"
PROJECTS UNDER WAY -- DISTRICT HAS FUNDS TO PAY IMMEDIATELY AGREEMENT AMONG COSTA REAL MUNICIPAL WATER DISTRICT,
WOODSIDE/KUBOTA AND ASSOCIATES, INC., AND JACK Y. KUBOTA
-. . .__ . .. DESCRIPTION
CT 76-12 -- Calavera Hills #1, Reimbursement Agreement
CT 81-1OA .- Carlsbad Research Center fl, Reimbursement Agmt.
CT 81-47 -- Villages C & D, Calavera Hills, Reimbursement Agmt.
CT 72-34 -- Rancho la Cuesta, Reimbursement Agreement
Line "B" Branch Relocation (Elm Ave. and Victoria Ave.)
.
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Revi si ons of Standards and Speci f i cati ons
"AMPS" Tower, Squires Dam I
Copper Servi ces -- Corrosion Control
Squires Dam I1 -- 1981 Study
Squires Dam I -- Cogeneration System
Master Plan of Public Water System Facilities
P0insetti.a Lane -- I5 to Carlsbad Boulevard
Faraday Ave. Improvement Project -- City of Carlsbad
Water Main Replacement -- Pi0 Pic0 Drive and Highland Drive
Site Study for CMWD Headquarters
Squires Dam I -- Reservoi r Covering Program
Direct Connection Surcharge -- Official Plat Map of Pipelines
Alga Road Street Widening (ECR to Alicante)
Meadowlark Farms -- SMCWD/CMWD Intertie
CUP 186 -- Commercial Development, Ted Vallas
Heli Hangar #2, Ted Vallas
AMOUNT
' -ON HOLD
$ 33.95
10.25
10.00
17.25
45.00
35.7 5
17.25
150.25
20.75
36.75
22,193.71
15.00
25 .OO
2,241.56
5.75
32.97
15.00
141.35
10.00
574.25
55.75
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.i *) Exhibit "A"
Page 3
PROJECT
NUMBER
85-201 -
84-505
84-508
84-512
84-514
1
AMOUNT
DESCRIPTION . ON HOLD _.- _--. .--.-.__ -_ .- .-_- _._. ... . -
CT 81-10 -- Lot 28, Carlsbad Research Center #2 42.25
Ki rgi s Property 11.50
SOP 84-5 -- Carlsbad Gateway Center 20.75
CT.-82-25 -- Graham International Business Center 174.75
Bati quitos Lagoon Educational Park 1,493.06 (CT 84-25 -- Batiquitos Bluff)
._. - CT 85-4 -- Village L-2, Calavera Hills 10 -00
TOTAL AMOUNT $30,870.67
LME : JY K:paf
0107/35 CMWD 85-100
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'. Exhibit "A" 4
Page 2
-. AMOUNT .... . . -..-. ~ --.. P R 03 E CT
NUMBER DESCRIPTION ON HOLD.
- 81-225 SDP 78-1(B) -- Palomar Tech -Centre 369 . 00
82-207 Pal omar Ai rport Property Rezone Around CMWD Headquarters ~ 92.25
83-204
7350
81 -308
82-301
83-303
84-305
83-407
84-40 1
84-402
84-516
83-302
84-603
84-605
81-116
74-206
81-222
84-202
84-203
84-207
84-215
84-218
La
CT
CT
CT
CT
CT
CT
CT
CT
Costa Golf Course Addition, North of Alga Road
83-24 -- Carlsbad Lake Community
81-29 -- A1 icante Hi1 1s
82-14 -- Templin Heights #3
83-21 -- Villages 0 & P-1, Calavera Hills
83-2 -- Sea Pines #4
81-30 -- Pacesetter A2
81-30 -- Pacesetter A3
81-30 -- Pacesetter A4
Rancho Cerro
CT 83-3 -- 5-Unit Subdivision Southerly End of Glasgow Drive
Tamarack Avenue Improvements
Big Bear,'Poinsettia Plaza
Relocation of Facilities on PAR -- Village Lake, San Marcos
CT 71-2 -- Avenida Encinas
CT 74-21A -- Carlsbad Airport Business Center
CT 81-46 -- Ai rport Business Center - Carlsbad, Unit #2
CT 81-46 -- Airport Business Center - Carlsbad, Unit #3
Offsite Waterline, College Blvd., Carlsbad Research Center #2
Pal omar Ai rport Water System, Phase I I
Tyl er Senior Housing
382.50
34.75
932.00
22 1 .oo
10.00
36.50
1,073.82
42.00
18.25
36 -50
11.50
..
10.25
17 .25
10 000
20.75
15.75
8.25
5.75
15.75
35.75
31.25
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EXHIBIT "B"
LIST I -- PROJECTS WITH INSUFFICIENT FUNDS TO PAY IMMEDIATELY AGREEMENT AMONG COSTA REAL MUNICIPAL WATER DISTRICT,
WOODSIDE/KUBOTA AND ASSOCIATES, INC., AND JACK Y. KUBOTA
AMOUNT
NUMBER DESCRIPTION ON HOLD ..- .___ __ PROJECT
83-113
82-209
83-208
College - Elm - Tamarack Street Improvements
CT 80-38 -- Lots 1-8, Palomar Oaks
CT 81-5 -- NW Corner Poinsettia Lane/I5
$5,215.28
3,174.90
566.75
83-209 CT 81-6 -- SW Corner Poinsettia Lane/I5 1,624.75
83-212 CT 83-36 -- Sycamore Creek 3,429.30
83-218 CT 79-14 -- Lot 1, PABP #l 68.25
83-222 La Costa Hotel Expansion 1,813.25
456 .SO 83-224 CT 80-34 -- Lot 5, PABP #2
83-226 CT 79-14 -- Lot 5, PABP #1
84-201 CT 83-37 -- Faraday Business Park
15.00 - -
. 539.52
1,401.75 84-206 CT 81-5 0- Lots 1 and 8
74-301 CT 74-4 -- Quail Ridge 738.75
79-303
83-301 CT 83-2 -- Sea Pines .
78-203 Dyna Med Addition, PABP
82-201 CT 82-4 -- Palomar Oaks I1
CT 72-34 -- Rancho La Cuesta, Agreement I1
83-207 CT 73-49 -- Graham International Plaza, Building 2
1,014.25
1,045.50
393 .OO
679.00
595.50
83-221 CUP 239 -- Pacific Riviera 375 -25
287.38 75-303 MP 149(G) -- La Costa North
77-305 CT 83-9 -- Ridge Ranch - .-z 1,210.87
418.00 78-402 CT 79-5 -- Alta Verde
#. '. .
4- -. Exhibit "6"
I . Page 2
AMOUNT -.ON HOLD . .... --. -. ........ ..._._.__ .... __ PROJECT
NUMBER DESCRIPTION
- 79-402 CT 79-6 -- Stoneleigh Heights $ 362.25
79-403 CT 81-39 -- La Costa Condo 85 1,083 -75
79-404 CT 84-4 -- La Costa Riviera - 1,502.00
80-409 CT 81-21 -- La Costa Platinum Villas 632.50
27.25 81-407
82-408 CT 82-23 -- East Bluff Condos 120.50
CT 81-34 -- Lot 41, La Costa South #1
_.
TOTAL AMOUNT $28;791 .OO
LME:JYK:paf
D107.2/33 CMWD 85-100
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A. EXH I B I T "B"
LIST TI -- PROJECTS WITH NO DEPOSIT COLLECTED AGREEMENT AMONG COSTA REAL MWICIPAL WATER DISTRICT,
WOODSIDE/KUBOTA AND ASSOCIATES, INC., AND JACK Y. KUBOTA
.- DESCRIPTION PROJECT NUMBER
81-119
AMOUNT -ON HOLD
$ 450.25 Lake Cal avera Hi 11 s P1 anned Community
80-203 CT 73-24 -- SE Corner Poinsettia Lane/I5 173.25
596.21
311.38
81-202 CT 84-12 -- First Interstate Bank
SDP 82-4 -- NW Corner Alga Road/ECR
ZC 242 -- North of Intersection of ECR/Alga Rd.
GPA 59(E) -- South Side of PAR, East of Paseo del Norte
81-215
81-217 20.75
81-218
81-220
81-223
59 -97
CT 81-38 -- Lot 7, PABP #1 11.50
EIR 81-9 -- Huntington-Palomar Development
GPA 59(I) -- Hieatt Development Program
ZC 246 -- Bons
CT 84-5 -- Buena Vista Park Plaza
326 -75
82-203 101 . 25
: 97.74 82-211
82-212 - 202.50
30.75 GPA 64(B) -- Bressi Property, 26 Acres East and West of ECR
and South of PAR
82-217
82-218
82-219
82-220
1982 Beckman Instruments Site Development P1 an
GPA 64(C) -- 29 Acres Sooth of PAR and West of Laurel Tree Lane
424.49
52.50
ZC 261 -- Site 3, 283.2 Acres South of PAR and West of Laurel 53.50 Tree Lane
83-213
83-214
84-204
84-205
80-304
81-307
Fox Property, ECR 106.75
CT 80-33 -- Lot 4, PABP #2 61.75
Bressi Ranch (581 Acres) 88.75
CT 81-5 -- Lots 2 and 7, Motel' 6
CT 82-12 -- Carlsbad Hi ghlands
81 .OO
480.97
GPA/LU 84-4 -- Woodward Properties, Parcel C 71.88
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c .- I Exhibit "B"
Page 2
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PROJECT
NUMBER
82-302
' 82-303
82-306
82-307
82-310
83-305
7 9-409
7
.. .. .._ ~ .. - 2- -- DESCRIPTION
CT 84-32 -- Cobblestone Sea Village
MP 139A -- Rancho Carrillo
CT 83-30 -- Kelly Ranch
Lake Cal avera Hi 11 s Community (Sanders Developments)
Hunt Properties Development
CT 83-17 -- Villages W, X, Y, 2-1, 2-2, & 2-3, Calavera Hills
CT 79-18 9- Lots 240-241, La Costa Valley Terrace #5
80-401
80-402
, 80-404
CT 79-26 -- Lots 387-388, La Costa South 85
CT 81-17 -- Lots 376-377, La Costa South #5, La Costa Villas
CT 81-1 -- Resub Lot 185, La Costa South #1
80-408 CT 80-28 -- Lots 383-384, La Costa South #5
80-410 CT 80-41 -- Resub Lot 40, La Costa South #1
81-401
81-405 CT 81-20 -- New Orleans East
82-402 CT 82-3 -- Lot 367, La Costa South #5
CT 80-30 -- Lot 57, La Costa South #1
82-404
82-405 CT 82-15 -- Alicante Hills Crossroads
CT 82-11 -- Lots 194-195, La Costa Meadows #1
83-401
83-403 Savage Property
83-404 CT 83-5 0- Lot 180, La
83-405 CT 82-24 -- Seagate
83-408 CT 83-18 -- Villages H
83-409 GPA 83-2 -- 36.2 Acres
West of El Camino Real
ZC 269 -- 59.64 Acres, NW Corner Poinsettia/Avenida Enci nas
Costa South #1
& I, Calavera Hills
South of Camino Vida Roble and
AMOUNT 'ON HOLD
$ 368.19
70.25
1,339 . 23
597 057
665 .OO
200.00
62.75
35.00
143.72
24.25
32.75
. 44.48
- 137.42
10.00
237.44
151.50
191 -50
284.81
221 .50
68.75
141 -25
319.75
164 -19
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.e . -. .' .A' . Exhi.bi t "B"
Page 3
PROJECT NUMBER
83-410
84-403
....,. ...... . . ... . .. .~ ..........._.. DESCRIPTION
GPA/LU 83-13 -- 150 Apts. SW Side of Paseo del Norte at
Camino del Parque
CT 83-40 -- La Costa Vi 1 las
I
TOTAL AMOUNT
.
AMOUNT
ON HOLD
$ 38.44
107 .OO
$9,460.63
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LME:JYK:paf
D107.2/34 CMWD 85-100