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HomeMy WebLinkAboutKennedy/Jenks Consultants Inc; 2022-11-10; PSA22-1963CADocuSign Envelope ID: 821 C64C6-372F-429D-84D6-63822482C45B PSA22-1963CA MASTER AGREEMENT FOR UTILITIES MODELING SERVICES KENNEDY/JENKS CONSULTANTS, INC. THIS AGREEMENT is made and entered into as of the \ 0 � day of NO \ltyv\ IQ.W , 2022, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Kennedy/Jenks Consultants, Inc. a California corporation, hereinafter referred to as "Contractor." RECITALS A.CMWD requires the professional services of a consulting firm that is experiencedin utilities modeling field. B.The professional services are required on a non-exclusive, project-by-project basis. C.Contractor has the necessary experience in providing professional services and advice related to utilities modeling. D.Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 21-1449CA 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 as of November 8, 2022 through November 30, 2024. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. 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 date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10)days after receipt of notification to proceed by CMWD and be completed within the time General Counsel Approved Version 6/12/18 1 of 13 DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C458 PSA22-1963CA specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5.COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed threehundred thousand dollars ($300,000) per agreement term. Fees will be paid on a project-by­ project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD,the Executive Manager (or designee) or General Manager, will be considered a part of thisAgreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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 will be under control of CMWD only as to the result to be accomplished, but will 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 will 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 Carlsbad 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 ofCMWD. 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 personsdirectly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will 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 unlessspecifically noted to the contrary in the subcontract and approved in writing by CMWD. General Counsel Approved Version 6/12/18 2 of 13 DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C45B 8.OTHER CONTRACTORS PSA22-1963CA 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 Carlsbad 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 hereincaused by any willful misconduct or negligent act or omission 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 Carlsbad incurs or makes to or on behalf of an injured employee under CMWD'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. 10.INSURANCEContractor 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 performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from aninsurance 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD 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. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10. 1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer'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. General Counsel Approved Version 6/12/18 3 of 13 DocuSign Envelope ID: 821C64C6-372F-4290-8406-63822482C45B PSA22-1963CA 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 of the work. 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 General Liability which shall provide primary coverage to the City. 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. 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 Carlsbad 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 clearly 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. General Counsel Approved Version 6/12/18 4 of 13 DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C45B 14.COPYRIGHTS PSA22-1963CA 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.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Corey Young, Principal-in-Charge Title Project Manager Address _9Ma3 ..... 2.._.5""--"'-'S=kY.J--L-P...,aLUrk"--"'-'Ccua ..... 1 iu.ct.,....;, s .......... 11 il.Utec.......,_3...._QQ...__ __ San Diego, CA 92123 Phone Mobile Email 858-676-7505619-709-0380CareyYaung@kennedyjenks cam 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. 16.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No[!] 17.GENERAL COMPLIANCE WITH LAWSContractor 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 performance 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 of the requirements of the 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 whose services are required by this Agreement. 18.DISCRIMINATION AND HARASSMENT PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19.DISPUTE RESOLUTIONIf 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 otherwise 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 General Counsel Approved Version 6/12/18 5 of 13 DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C45B PSA22-1963CA 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 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 otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22.CLAIMS AND LAWSUITSBy 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 seq., 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 entitled 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 General Counsel Approved Version 6/12/18 6 of 13 DocuSign Envelope ID: 821 C64C6-372F-429D-8406-63822482C458 PSA22-1963CA grounds for City to terminate this Agreement. 23.JURISDICTION 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 nor 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. 26.PUBLIC AGENCY CLAUSEContractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill 7 of 13 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 821C64C6-372F-4290-8406-63822482C45B 27.AUTHORITY PSA22-1963CA 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. Executed by Contractor this__,"-----day of ___ N_o_v_e_m_b_e_r _____ , 2022. CONTRACTOR Kennedy/Jenks Consultants, Inc., a California corporation By: (sign here) Keith A. London. President & CEO By: (sign here) Gerard P. Cavaluzzi. Secretary 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: Matt Hall, President ATTEST: for Faviola Medina, City Clerk SeNices Manager 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, orVice-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: CINDIE K. McMAHON, City Attorney By: {jlA,J.j_t, k,. �IA, General Counsel General Counsel Approved Version 6/12/18 8 of 13 DocuSign Envelope ID: 821 C64C6-372F-429D-84D6-63822482C45B PSA22-1963CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utilities modeling tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A.Water Supply and Demand ProjectionsB.Model Data Gap Analysis/ RecommendationsC.Pressure Zone AnalysisD.Water Quality ModelingE.Water System Shutdown ImpactF.AnalysisG.Fire Flow Capacity EvaluationH.Sewer Capacity EvaluationI.Water/Recycled Water/Sewer Hydraulic Model Support Requests for work not listed above must be contracted under separate agreement. General Counsel Approved Version 6/12/18 9 of 13 DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C45B I Kennedy Jenks Rate Schedule Discipline 18 & 19 Kennedy Jenks Mission Consulting Services DHK Engineers 10 of 13 PSA22-1963CA DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C45B Client/Address: City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Project: Master Agreement Consulting Services (RFQ21-1449CA) Custom Schedule of Charges PSA22-1963CA Date: 5/28/2021 PERSONNEL COMPENSATION Classification Hourly Rate Engineer-Scientist-Specialist 1 ........................................................................... $130 Engineer-Scientist-Specialist 2 ........................................................................... $165 Engineer-Scientist-Specialist 3 ........................................................................... $185 Engineer-Scientist-Specialist 4 ........................................................................... $200 Engineer-Scientist-Specialist 5 ........................................................................... $220 Engineer-Scientist-Specialist 6 ........................................................................... $245 Engineer-Scientist-Specialist 7 ........................................................................... $260 Engineer-Scientist-Specialist 8 ........................................................................... $290 Engineer-Scientist-Specialist 9 ........................................................................... $305 Construction Manager ......................................................................................... $260 Construction Inspector ....................................................................................... $21 O CAD-Technician ................................................................................................ $120 Senior CAD-Technician ..................................................................................... $140 CAD-Designer ................................................................................................... $155 Senior CAD-Designer ........................................................................................ $175 Project Administrator ......................................................................................... $130 Administrative Assistant. .................................................................................... $110 Aide ..................................................................................................................... $85 Direct Expenses Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as: a.Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special suppliesrelated to the work. b.Consultants, soils engineers, surveyors, contractors, and other outside services. c.Rented vehicles, local public transportation and taxis, travel and subsistence. d.Project specific telecommunications and delivery charges. e.Special fees, insurance, permits, and licenses applicable to the work. f.Outside computer processing, computation, and proprietary programs purchased for the work. Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate. If prevailing wage rates apply, the above billing rates will be adjusted as appropriate. Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above. Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above. Excise and gross receipts taxes, if any, will be added as a direct expense. 11 of 13 May 27, 2021 RE: Master Agreement Consultant Services – Item No. 18 – Utilities Modeling RATE SCHEDULE The Mission Consulting Services Team is excited to team with Kennedy Jenks on this important project. The following rate is good through the end of the three-year contract term. Jennifer R. Mael, P.E. – Hydraulic Modeling $145/hour Please feel free to contact me at (619) 851-5178 if you have any questions or comments. Sincerely, Jennifer Mael, P.E. Principal Engineer DocuSign Envelope ID: 821C64C6-372F-429D-84D6-63822482C45B PSA22-1963CA DocuSign Envelope ID: 821 C64C6-372F-429D-84D6-63822482C45B PSA22-1963CA HOURLY RA TE SCHEDULE Submitted by: DHK Engineers, Inc. --------=--�---- Labor Cateaorv Senior Project Manaqer Senior Engineer AS-NEEDED CONTRACT CY 2021-2023 Desiqner/Lead Field Tech Field Tech Field Support Administration/Clerical Support DHK ENGINEERS, INC. 1851 SkyhiU Place Escondido, CA 92026 (760)747-9553 13 of 13 (Name of Firm) Hourly Rate $/hr $ 194 $ 169 $ 137 $ 103 $ 92 $ 74