HomeMy WebLinkAboutDoane and Hartwig Water Systems Inc dba D&H Water Systems Inc; 2023-09-26; PSA24-2301UTILPSA24-2301UTIL
General Counsel Approved Version 6/30/2023
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AGREEMENT FOR MAERKLE CHLORINE EQUIPMENT SERVICES
DOANE AND HARTWIG WATER SYSTEMS, INC. DBA D&H WATER SYSTEMS, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
_______________________________, 2023, 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, California, ("CMWD"), and Doane and Hartwig Water Systems, Inc., a California Corporation dba
D&H Water Systems, Inc. ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant that is experienced in service
potable water treatment chlorine equipment at the Maerkle Reservoir.
B. Contractor has the necessary experience in providing professional services and advice
related to the service potable water treatment chlorine equipment at maerkle Reservoir.
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 six (6) months from the date first above
written.
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 eleven
thousand six hundred twenty-two dollars and sixty-three cents ($11,623). 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".
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6. PREVAILING WAGE RATES
Any construction, alteration, demolition, repair, and maintenance work, including work performed during
design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000
and performed under this Agreement are subject to state prevailing wage laws. The general prevailing
rate of wages, for each craft or type of worker needed to execute the contract, shall be those as
determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the
California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable
wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified
prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement.
Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which
generally requires keeping accurate payroll records, verifying and certifying payroll records, and making
them available for inspection. Contractor shall require any subcontractors to comply with Section 1776.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore
(www.procore.com) online project management and document control platform. The intent of utilizing
Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team
dynamic by improving information flow, reducing non-productive activities, reducing rework and
decreasing turnaround times. The Contractor is required to create a free web-based Procore user
account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project documents through
Procore because this platform will be used to submit, track, distribute and collaborate on project. If
unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall
complete a free training certification course located at http://learn.procore.com/procore-certification-
subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either
through the online training or reaching out to the Procore support team. It will be the responsibility of the
Contractor to regularly check Procore and review updated documents as they are added. There will be no
cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at
https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices
located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App
installed to at least one on-site individual to provide real-time access to current posted drawings,
specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient
observations or punch list items. Providing mobile access will improve communication, efficiency, and
productivity for all parties. The use of Procore for project management does not relieve the contractor of
any other requirements as may be specified in the contract documents.
8. 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'
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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.
9. 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 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 unless specifically noted to the contrary in the subcontract and approved
in writing by CMWD.
10. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
11. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, 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
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.
12. 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 performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an 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
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.
12.1 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
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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.
12.1.1 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.
12.1.2 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.
12.1.3 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.
12.1.4 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.
12.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
12.2.1 CMWD will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to CMWD.
12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
12.2.3 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.
12.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
12.4 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.
12.5 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.
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13. 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.
14. 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.
15. 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.
16. 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.
17. 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 For Contractor
Name Ray Martinez Name Brooke Goebel, Account Manager
Title Utilities Supervisor Title Account Manager
Carlsbad Municipal Water District Address 603 Seagaze Dr #241
Address 5950 El Camino Real Oceanside, CA 92054
Carlsbad, CA 92008 Phone 760-509-9195
Phone 760-802-8097 E-mail brooke@dandhwatersystems.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.
18. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the CMWD Conflict of Interest Code. The Contractor shall report investments or interests
as required in the CMWD Conflict of Interest Code.
Yes ☐ No ☒
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19. 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 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 that the services required by this Agreement.
20. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
21. 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 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 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.
22. 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.
CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor.
Contractor may terminate this Agreement by tendering sixty (60) days written notice to CMWD. In the
event of termination of this Agreement by either party 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.
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23. 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.
24. 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 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 grounds for CMWD to terminate this Agreement.
25. 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.
26. 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.
27. 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.
28. 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.
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CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public
Agency organized under the Municipal Water Act
of 1911, and a Subsidiary District of the City of
Carlsbad
DOANE AND HARTWIG WATER SYSTEMS, INC.
dba D&H WATER SYSTEMS, INC., a California
corporation
By: By:
(sign here) Vicki V. Quiram, General Manager, as authorized
by the Executive Manager
David Hartwig, President & CFO
(print name/title)
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 Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President 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, General Counsel
By: _____________________________
Deputy General Counsel
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EXHIBIT “A”
SCOPE OF SERVICES
Contractor to service potable water treatment chlorine equipment at Maerkle Reservoir as listed:
Task Quantity Unit Price Extended Price
Labor, prevailing wage site service 30 $210.00 $6,300.00
Travel, site service 2.67 $210.00 $560.70
Mileage, site service 80 $0.67 $53.60
510M Vacuum Regulators w/Drip Legs
W3T99090 KIT, PM VAC REG 200/500 PPD
MPN: AAA1160
4 $247.03 988.12
5" S10K Chlorinators
W3T99091 KIT, PM S10K 5" RTMTR UNIT
MPN: AAA1343
2 $160.05 $320.10
V10K Chlorinators
W3T99880 KIT, PM V10K/V2000 500 PPD
MPN: AJA4393
4 $149.1475 $596.59
Std 1" Injectors
W3T99885 KIT, PM 1" STD INJECTOR, CL2
MPN: AJE4406
2 $166.25 $332.50
Acutec 35 Sensors (DO NOT SERVICE)
W2T11717 SENSOR UNIT, CL2 GAS;
ACUTEC 35
MPN: U29329
4 $515.69 $2,062.76
Freight charges 1 $75.00 $75.00
Tax 7.75% $333.26
TOTAL AMOUNT NOT TO EXCEED
$11,622.63*
*Includes taxes, fees, expenses and all other costs.
Contractor is required to contact CMWD, 442-339-2722, for access to Maerkle Reservoir as it is a gated
facility.
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