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HomeMy WebLinkAboutAquatic Design Group Inc; 2024-03-14; PSA24-2362FACPSA24-2362FAC Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR ALGA NORTE AQUATIC CENTER ACID TANK ENCLOSURE SERVICES AQUATIC DESIGN GROUP, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Aquatic Design Group, Inc., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in design services. B. Contractor has the necessary experience in providing professional services and advice related to design services. C. Contractor 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 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(s) from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year(s) or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will 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 shall not exceed twenty-one thousand seven hundred fifty dollars ($21,750). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 March 14th PSA24-2362FAC Page 2 City Attorney Approved Version 12/22/2023 6. 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. 7. 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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City 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. DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC Page 3 City Attorney Approved Version 12/22/2023 Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. 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 City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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. 11. 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. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City 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. City, 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 the City as an additional insured. 11.1.1 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. DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC Page 4 City Attorney Approved Version 12/22/2023 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 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 City's satisfaction, a declaration stating this. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City 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 City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 13. 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 City 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. DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC Page 5 City Attorney Approved Version 12/22/2023 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. 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 City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Molly Amendt Name Dennis Berkshire Title Senior Engineer Title Project Manager Department Public Works Address 2226 Faraday Ave. City of Carlsbad Carlsbad, CA 92008 Address 1635 Faraday Ave. Phone No. 760-438-8400 Carlsbad, CA 92008 Email dberkshire@aquaticdesigngroup.c om Phone No. 760-573-3368 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. 17. CONFLICT OF INTEREST Contractor 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 as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC City Attorney Approved Version 12/22/2023 Page 6 18. 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 whose services are required by this Agreement. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 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 City 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 City Manager. The City 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 City 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, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City 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 City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC City Attorney Approved Version 12/22/2023 Page 7 product and put it in order for proper filing and closing and deliver it to City. 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. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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, City 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 City 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 City, 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 City 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 City 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 City 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 City, 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. This Agreement may be executed in counterparts. DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC City Attorney Approved Version 12/22/2023 Page 8 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. [signatures on following page] DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 PSA24-2362FAC City Attorney Approved Version 12/22/2023 Page 9 Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California AQUATIC DESIGN GROUP, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Dennis Berkshire, Chief Financial Officer (print name/title) By: (sign here) Gregory Ferrell, Secretary (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 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, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 and VP February23 PROPOSAL FOR CONSULTANT SERVICES REVISED 13 December 2023 1.0 INTRODUCTION 1.1 AQUATIC DESIGN GROUP, INC. of Carlsbad, California (hereinafter referred to as “CONSULTANT”), proposes to provide consulting design services to CITY OF CARLSBAD, (hereinafter referred to as “CLIENT”) for the following project: Alga Norte Aquatic Center Acid Enclosure Improvements Carlsbad, California 1.2 In conformance with the Request for Revised Proposal dated 11 December 2023 as issued by Ron Haugland, CONSULTANT shall provide: 2.0 SCOPE OF WORK 2.1 CONSULTANT shall provide design and engineering services as hereinafter described for the following swimming pools improvements: 2.1.1 Confirm the new acid tank and its secondary containment can be sized smaller (existing tank is 2500 gallons) to 500 gallons. 2.1.2 Addition of a scrubber. 2.1.3 Relocation of the existing four acid chemical pumps. 2.1.4 New circulation piping to acid and chemical feed injection points. 2.1.5 New spill containment curb in acid enclosure. 2.1.6 Installation of new fabric vinyl cover 15’ x 20’ 2.1.7 Review vinyl cover drawings and structural calculations by Other. 3.0 SCOPE OF SERVICES 3.1 Construction Documents Phase: 3.1.1 In conformance with the above scope of work and based upon the mutually agreed upon program, schedule and construction budget requirements, CONSULTANT shall prepare, for approval by CLIENT, CONSULTANT shall prepare, for approval by CLIENT, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the relocation of the acid enclosure. Construction Documents Phase deliverables shall include the following: Exhibit "A" PSA24-2362FACDocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ADG Proposal for Consultant Services_REVISED_13 December 2023 Alga Norte Aquatic Center Acid Enclosure Improvements Page 2 of 7 3.1.1.1 Swimming pool mechanical room demolition plan and technical specifications. 3.1.1.2 Swimming pool mechanical equipment piping plan. 3.1.1.3 Mechanical Drawings: •Swimming pool mechanical equipment piping plan. •Swimming pool mechanical equipment sections. •Miscellaneous swimming pool mechanical details. 3.1.1.4 Electrical Drawings: •Miscellaneous swimming pool electrical details. 3.1.1.5 Miscellaneous: •Final form swimming pool technical specifications inCSI format. •Vinyl cover drawings and structural calculations(furnished by Other). 3.1.2 CONSULTANT shall advise CLIENT of any adjustments to previous estimates of probable construction cost indicated by changes in requirements or general market conditions. 3.1.3 CONSULTANT shall review acid enclosure drawings and structural calculations developed by Other to check for any conflicts with the other engineering disciplines / make sure they’re correct. 3.2 Plan Approval, Bidding or Negotiation Phase: 3.2.1 CONSULTANT shall assist CLIENT in connection with CLIENT’s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. CLIENT shall bear primary responsibility for approvals from governmental authorities having jurisdiction over the Project. 3.3 CONSULTANT’s services are intended for the CLIENT’s sole use and benefit and solely for the CLIENT’s use on the Project. Except as agreed to in writing, CONSULTANT’s services and work product shall not be used or relied on by any other person on entity, or for any purpose following substantial completion of the Project. PSA24-2362FAC Exhibit "A" (Cont.) DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ADG Proposal for Consultant Services_REVISED_13 December 2023 Alga Norte Aquatic Center Acid Enclosure Improvements Page 3 of 7 3.4 CONSULTANT’s services shall be provided consistent with and limited to the standard of care applicable to such services, which is that CONSULTANT shall provide its services consistent with the professional skill and care ordinarily provided by consultants practicing in the same or similar locality under the same or similar circumstances. 3.5 CONSULTANT shall seek to comply with Building Codes applicable to the Project as is consistent with the professional standard of care and may seek and rely on the direction and input of public officials and others in doing so. 3.6 CONSULTANT’s services shall be limited to those expressly set forth above, and CONSULTANT shall have no other obligations or responsibilities for the Project except as agreed to in writing or as provided in this Agreement. 3.7 This Agreement and all obligations described herein are intended for the sole benefit of the Parties and are not intended to create any third-party rights or benefits. 4.0 EXCLUSIONS TO SCOPE OF SERVICES 4.1 CLIENT shall provide full information regarding requirements for the project, including a program which shall set forth CLIENT’s design objectives, constraints and criteria, including space requirements and relationships, flexibility and expandability, special equipment, systems and site requirements. Additional information that may be required by CONSULTANT as prepared by other members of the project team shall include: 4.1.1 Soils testing/engineering, including finalized geotechnical investigation report. Note: Unusual soil conditions such as expansive soils, fill soils, soils with low bearing capacity (under 2,000 psf), and high water tables which require additional engineering will be considered an additional service and compensated for in conformance with Article 7.1.2, below. This includes piles, piers, and/or mat slabs, and dewatering systems. 4.1.2 Destructive testing of existing pool structures to confirm as-built condition. Note: CONSULTANT cannot guarantee structural integrity of existing pool structures without confirming as-built condition of pool wall thickness, concrete reinforcement and compressive strength. Additional engineering for deficient structures will be considered an additional service and compensated for in conformance with Article 7.1.2, below. PSA24-2362FAC Exhibit "A" (Cont.) DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ADG Proposal for Consultant Services_REVISED_13 December 2023 Alga Norte Aquatic Center Acid Enclosure Improvements Page 4 of 7 4.1.3 Architectural, structural, mechanical, HVAC, and electrical design of mechanical equipment room or other building structures as required. 4.1.4 Landscape design including swimming pool decks and deck drainage, fencing, planting, irrigation, site drainage, site lighting, shade structures, and FF&E. 4.1.5 Miscellaneous plan check and permit fees as may be required by regulatory agencies. 4.1.6 Storm Water Management Programming, Civil site work, water remediation and runoff control per jurisdictional requirements. 4.1.7 Construction Administration services. 4.2 All construction projects require inspection and maintenance following completion. Operation, inspection, and maintenance are the sole responsibility of the Project Owner and CONSULTANT shall have no responsibility for any failures by the Project Owner or others to properly operate, inspect, or maintain the Project. 5.0 INDEMNITY 5.1 CONSULTANT and CLIENT mutually agree, to the fullest extent permitted by law, to indemnify and hold each other harmless from any and all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from their own negligent acts, errors or omissions, or willful misconduct in the performance of their services under this Agreement, to the extent that each party is responsible for such damages, liabilities and costs on a comparative basis of fault. 5.2 In the event CONSULTANT’s indemnity obligations set forth above are in conflict with the Prime Contract or Agreement signed by CLIENT for this specific project, CONSULTANT agrees that the indemnity obligations provided in the Prime Contract shall govern in all instances to the fullest extent permitted by law. 5.3 These indemnification provisions shall survive the termination or expiration of this Agreement and shall remain in full force and effect as long as permitted by law. PSA24-2362FAC Exhibit "A" (Cont.) DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ADG Proposal for Consultant Services_REVISED_13 December 2023 Alga Norte Aquatic Center Acid Enclosure Improvements Page 5 of 7 6.0 USE OF DOCUMENTS / ELECTRONIC FILES 6.1 CLIENT acknowledges the CONSULTANT’s construction documents as instruments of professional service. Nevertheless, the drawings and specifications shall become the property of CLIENT upon completion of the work and payment in full of all monies due to the CONSULTANT. CLIENT shall not reuse or make any modifications to the drawings and specifications without the prior written consent of CONSULTANT. CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold the CONSULTANT harmless from any claim, liability or cost (including reasonable attorney’s fees and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of the construction documents by CLIENT or any person or entity that acquires or obtains the plans and specifications from or through CLIENT without the written authorization of the CONSULTANT. 6.2 Electronic files may be provided by CONSULTANT for review by CLIENT and use by the Design Team in the preparation of construction documents. CONSULTANT assumes no responsibility for determining whether the data or software format are correct, up-to-date, or together represent actual conditions, or liability for the translations or results thereof. Acceptance or use by CLIENT of electronic files shall constitute a total release from liability, and as an indemnification for all costs or expenses from any claims, suits, judgments, or any other actions or liability as a result of such use. Under no circumstances shall delivery of the electronic files be deemed a sale by CONSULTANT, and CONSULTANT makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall CONSULTANT be liable for any loss of profit of any consequential damages as a result of re-use of electronic files. Drawing plan views may be delivered in AutoCAD .dwg or Adobe .pdf format. Drawing detail sheets are considered proprietary and will be delivered in AutoCAD .dwg or Adobe .pdf format only. 7.0 COMPENSATION 7.1 CLIENT shall compensate CONSULTANT for services rendered as follows: 7.1.1 Basic Services: The Scope of Services described above shall be compensated for by a lump sum, fixed fee equivalent to: TWENTY-ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($21,500.00) assigned to CONSULTANT. PSA24-2362FAC Exhibit "A" (Cont.) DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ADG Proposal for Consultant Services_REVISED_13 December 2023 Alga Norte Aquatic Center Acid Enclosure Improvements Page 6 of 7 7.1.2 Additional Services: If requested, additional services will be billed for on an hourly basis, in conformance with the rates outlined in Article 7.3, below. 7.1.3 Reimbursable Expenses: In addition to basic compensation, an allowance of $250 shall be provided for reimbursable expenses. Reimbursable expenses will be billed at CONSULTANT’s direct cost, and shall include the following: 7.1.3.1 Plotting and reproduction expense of Drawings, Specifications and other documents. 7.2 Terms of Payment: 7.2.1 Payments for Basic Services shall be made based upon percentage of completion in not less than monthly installments, in conformance with the following schedule of values: 7.2.1.1 Construction Documents Phase……………….. $20,750.00 7.2.1.2 Plan Approval, Bidding or Negotiation Phase… $ 750.00 7.3 Hourly Rates: 7.3.1 Compensation for additional services (when requested and authorized in advance by CLIENT) shall be provided in conformance with the following hourly rates: 7.3.1.1 Principal………………….……….... $ 235.00 per hour 7.3.1.2 Project Architect / Engineer………. $ 215.00 “ “ 7.3.1.3 Project Manager…………............... $ 195.00 “ “ 7.3.1.4 Designer………………….…………. $ 155.00 “ “ 7.3.1.5 Administrative………………………. $ 100.00 “ “ 8.0 TIME 8.1 CONSULTANT shall prosecute design work in conformance with the following schedule, contingent upon receipt of all required information (program, base sheets, soils data, etc.) from CLIENT or CLIENT’s designated representative: 8.1.1 Construction Documents Phase: Complete within forty-five (45) calendar days of CONSULTANT’s receipt of fully executed professional services agreement between CLIENT and CONSULTANT. PSA24-2362FAC Exhibit "A" (Cont.) DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ADG Proposal for Consultant Services_REVISED_13 December 2023 Alga Norte Aquatic Center Acid Enclosure Improvements Page 7 of 7 9.0 AUTHORIZED SIGNATURES 9.1 This proposal is valid for thirty (30) calendar days from the date referenced below and is submitted for and on behalf of CONSULTANT by: AQUATIC DESIGN GROUP, INC. By: Scott Palmer Its: Director of Marketing By: Gregory S. Ferrell, AIA Its: Principal 13 December 2023 Date PSA24-2362FAC Exhibit "A" (Cont.) DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 12/28/2023 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 11000 Aquatic Design Group2226 Faraday Avenue Carlsbad, CA 92008 29424 25054 A 1,000,000 X X 72SBABG5241 10/17/2023 10/17/2024 1,000,000 Cont Liab/Sev Int. 10,000 1,000,000 2,000,000 2,000,000 Ded 0 1,000,000A X X 72SBABG5241 10/17/2023 10/17/2024 No Co. Owned Autos 10,000,000A X 72SBABG5241 10/17/2023 10/17/2024 10,000,000 10,000 B 72WECAN6LFZ 10/17/2023 10/17/2024 1,000,000 1,000,000 1,000,000 C Professional Liab. PRB0619117467 10/17/2023 Per Claim 2,000,000 C Ech Clm Ded $25,000 PRB0619117467 10/17/2023 10/17/2024 Aggregate 4,000,000 Re: All Projects City of Carlsbad/CMWD is Additional Insured with respect to General Liability per the attached endorsements as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 AQUADES-03 MCCOWANA IOA Insurance Services3636 Nobel DriveSuite 410San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com Sentinel Insurance Company, Ltd Hartford Casualty Insurance Company Hudson Insurance Company X 10/17/2024 X X X X X X X X X X DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 Policy No.: 72SBABG5241DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 Policy No.: 72SBABG5241DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0 Policy No.: 72SBABG5241 DocuSign Envelope ID: 7B9A1CB6-B5BB-4BE0-89B2-82311DFA6CD0