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HomeMy WebLinkAboutGeocon Inc; 2005-05-19; PWENG462(_ "76 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR GEOTECHNICAL INVESTIGATION SERVICES WITH GEOCON, INC. FOR RANCHO SANTA FE ROAD OFF-SITE WETLAND MITIGATION AREA, PROJECT NO. 3907 ^ -£[^1 This Amendment No. 1 is entered into and effective as of the day of 2QQj?_, extending and amending the agreement dated May 19, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and GEOCON, INC., a California corporation, ("Contractor") (collectively, the "Parties") for geotechnical investigation field work in the area of San Marcos Creek. RECITALS A. The Parties desire to alter the Agreement's scope of work to provide geotechnical services for grading and improvement construction phases of the wetland mitigation restoration work and provide as-built geotechnical plans; and B. The Parties desire to extend the Agreement for a period of two (2) years; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fifty thousand dollars ($50,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed forty thousand three hundred eighty dollars ($40,380). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by May 18, 2010. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. . City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. GEOCON, INC., a California corporation CITY OR CARLSBAD, a municipal corporation of theState of/CaJifornia (sign here) (print name/title) ATTEST: (print name/title) LQRRAIN City Clerk If required by City, proper notarial acknowledgment of execution by attached. If a Corporation. Agreement must be signed by one corporate officer frofff'eaeK of the following two groups. "Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:^ Deputy City Attorney City Attorney Approved Version #05.22.01 GEOCON INCORPORATED GEOTECHNICAL CONSULTANTS EXHIBIT "A" Project No. 05870-32-22 March 10, 2008 Revised March 24, 2008 City of Carlsbad % Helming Engineering, Inc. 1650 Linda Vista Drive, Suite 202 San Marcos, California 92078 Attention: Mr. Doug Helming Subject: RANCHO SANTA FE ROAD PROPOSED WETLANDS MITIGATION AREA SAN MARCOS, CALIFORNIA REQUEST FOR CHANGE ORDER NO. 1 (CLIENT PROJECT NO. 3907) Reference: Wetlands Mitigation Area Grading Plans for: Rancho Sante Fe Road (Offsite Mitigation Site - Carlsbad Portion), Drawing No. GP-2320, prepared by O'Day Consultants Incorporated, City of Carlsbad signature dated April 22, 2005. Dear Mr. Helming: Per your request, we have prepared this correspondence to request a change order for geotechnical services beyond the scope of our Proposal No. LG-05105, dated March 3, 2005, included herein as Exhibit A. It is understood that geotechnical services are desired during grading and improvement construction phases of the subject wetlands. To assist in preparing this proposal, we have discussed the proposed site development with you, reviewed the referenced grading plan, and reviewed the construction schedule you have provided. We have prepared this change order with the understanding that this is a prevailing wage project. Grading is anticipated to occur over a 12 week period consisting generally of exporting excavated material. We have assumed that three (3) weeks of compaction testing services will be required during the grading phase. We understand that all work will be performed during an eight-hour workday, Monday through Friday. It is further understood that in addition to providing a cost estimate for geotechnical services during grading, this proposal should also include a budget estimate for geotechnical services during the construction of site improvements and the observation of foundation excavation for the check dam. Geotechnical services related to site improvements are anticipated to occur over a four (4) week work schedule consisting of compaction testing of storm drain trench backfill and trail subgrade. We have assumed that testing and observation services for this phase of construction will be required on a full- time and part-time basis. 6960 Flanders Drive • San Diego, California 92121-2974 • Telephone (858) 558-6900 • Fax (858) 558-6159 For the purpose of this proposal, we have assumed the following: • We understand that all work will be performed during an eight-hour workday, Monday through Friday. Based on the above schedule, it is estimated that 15 workdays of field soil technician time will be required for grading and 13 days for improvements; hence, this proposal is based on approximately 28 days or 224 hours of field soil technician time for observation and compaction testing. Should you or the inspector for the governing agency require additional testing, technician time associated with the testing would be provided on a "time and materials" basis. • The trenches will be properly shored in accordance with OSHA regulations and the backfill will be compacted to a minimum of 90-percent relative compaction in accordance with City of Carlsbad specifications. Since we have no control over the frequency of retesting of failing tests that may be required, the cost for retests is not included in this proposal. It is recommended that, where retesting is necessary, the responsible contractor be back-charged for the related costs. SCOPE OF SERVICES Based upon the above information, we propose the following scope of services: PART I: TESTING AND OBSERVATION OF SITE GRADING Compaction Testing. Provide one soil technician for the project on a "requested" basis during the grading period. For the purpose of this proposal, it has been estimated that 15 field soil technician eight-hour days will be required during grading operations. Our technician would be equipped with a vehicle and sufficient field testing equipment to provide in-place density test results in the field. Costs for the soil technician will be invoiced at $104 per hour (prevailing wage rate) during a normal eight- hour day. Hours worked in excess of eight hours per day or forty hours per week, per technician, will be charged at time and one-half per overtime hour. All vehicles, field-testing equipment and mileage expenses are included in the hourly rate. Geotechnical Consultation and Observation. Site visits by our project engineer and/or project geologist would be performed as site conditions warrant. It is anticipated that attending meetings associated with the project, as well as periodic professional consultation, may be required during site development. Based on our past experience with similar projects, we estimate that approximately 46 man-hours of project geologist or engineer time will be incurred during grading of the site. Laboratory Testing. Perform laboratory soil tests related to the grading of the site (maximum dry density and optimum moisture content determination, expansive potential, sulfate potential, etc.). The quantity and type of tests performed will depend upon the soil conditions encountered during grading. However, we estimate that the total of such costs should not exceed $2,000. The actual cost for laboratory tests will be invoiced in accordance with our current Schedule of Fees/Terms and Conditions (copy enclosed). As-Graded Geologic Map. Prepare and submit six copies of an As-Graded Geologic Map of the project upon completion of grading. The map will depict areas of fill and geologic structure, where appropriate. Project No. 05870-32-22 - 2 - March 10, 2008 Revised March 24, 2008 Report Preparation and Submittal. Upon completion of the grading, a final report will be prepared summarizing field and laboratory test results and indicating the location of field tests. Six copies of this final report will be submitted. Although the actual time and costs are difficult to predict with any accuracy, we estimate that the cost for such services would be approximately $3,000, depending on the number of reports required. PART II: SITE IMPROVEMENTS Compaction Testing. Provide compaction testing services by a soil technician for storm drain trench backfill and trail subgrade. A maximum of 13 days or 104 field soil technician hours are estimated for this phase of work. Laboratory Testing. Perform laboratory soil tests related to construction of the site improvements (maximum dry density/optimum moisture content, R-Value for pavement design, asphalt concrete). For this estimate, an allowance of $2,000 has been provided. The actual cost for laboratory tests will be invoiced in accordance with our current Schedule of Fees/Terms and Conditions (copy enclosed). Geotechnical Consultation. It is anticipated that some site visits, attendance at meetings, and miscellaneous consultation by our project engineer may be necessary during the construction of the site improvements. Hence, we recommend that a budget allowance of $3,000 be provided. Report Preparation and Submittal. Prepare and submit six copies of all field and laboratory test results associated with the compaction testing services for improvements. Although the actual time and costs are difficult to predict with any accuracy, we estimate that the cost for such services would be approximately $2,000, depending on the number of reports required. PROPOSED FEE Based upon the scope of services recommended above and assumptions made, we have summarized the cost as follows: Item Estimated Cost Part I: Testing and Observation of Site Grading Compaction Testing $12,480 Geotechnical Consultation and Observation 5,000 Laboratory Testing 2,000 As-Graded Geologic Map and Report Preparation and Submittal 3.000 Part I, Estimated Cost $22.480 Part II: Site Improvements Compaction Testing $ 10,900 Laboratory Testing 2,000 Geotechnical Consultation (includes observation of check dam foundation excavation) Report Preparation and Submittal Part II, Estimated Cost TOTAL ESTIMATED COST S4J138Q Project No. 05870-32-22 -3- March 10, 2008 Revised March 24, 2008 We propose to provide the services described herein for an estimated fee on the order of $40,380. If this request for change order meets your approval, please forward the appropriate contract documents to our office. Should you have any questions regarding this correspondence, or if we may be of further service, please contact the undersigned at your convenience. Very truly yours, GEOCON INCORPORATED ;^>^Emilio Atvarado Project ^Manager/ EA:dmc Attachment: Exhibit A (2) Addressee Project No. 05870-32-22 - 4 - March 10, 2008 Revised March 24, 2008 AGREEMENT FOR GEOTECHNICAL INVESTIGATION SERVICES MITIGATION AREA, PROJECT NO. 3907 WITH GEOCON, INC FOR RANCHO SANTA FE ROAD OFF-SITE WETLAND THIS AGREEMENT is m de and entered into as of the 9+4 day of 20dy and between the CITY OF CARISBAD, a municipal &Ad GEOCON, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a Geotechnical company that is experienced in geotechnical investigation field work in the area of San Marcos Creek. B. Contractor has the necessary experience in providing professional services and advice related to geotechnical exploration and has additional experience in the adjacent area. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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 three (3) from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof in an amount not to exceed Twenty-Four Thousand Nine Hundred dollars ($24,900) per Agreement year. 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. 1 City Attorney Approved Version #05.22.01 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Ten Thousand Eight Hundred dollars ($10,800). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. ~ 0 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A'. 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 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. 7. 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. 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. 2 City Attorney Approved Version #05.22.01 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. Except as to the sole negligence or willful misconduct of City, Contractor will defend, I N DEM N IF KAT1 ON indemnify and hold City, itshficers, agents and employees, harmless from any and all loss, damage, claims, demands, liability, expense or cost, including attorney's fees, which arises out of, or is in any way connected with the performance of, the Services by Contractor or any of Contractor's employees, agents or subcontractors, notwithstanding that City may have benefited from their services. 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 the Agreement. IO. 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-:VI. IO. 1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3 City Attorney Approved Version #05.22.01 10.1.3 Workers' Compensation and Employer's Liabilitv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required 'if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. 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 The City will be named as an additional insured on General Liability. 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 Submission of Insurance Policies. City 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. 4 City Attorney Approved Version #05.22.01 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 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. 13. 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. 14. 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. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv: David Hauser For Contractor: GEOCON, Inc. Deputy City Engineer David Evans Planning & Programs City of Carlsbad Senior Geologist 6960 Flanders Drive 1650 Faraday Avenue (760) 602-2739 San Diego, CA 92121 Phone No. (858) 558-6900 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 INTEREST City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #05.22.01 5 Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 (1 0) 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. 6 City Attorney Approved Version #05.22.01 20. 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work 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. 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, 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. 22. 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 sea., 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 7 City Attorney Approved Version #05.22.01 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS 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 City and Contractor and their respective successors. Neither this Agreement or 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. 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. Ill Ill Ill City Attorney Approved Version ~Y05.22.01 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR GEOCON, INC., A California corporation &MI Res (print namehitle) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: (print name/title) / If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president -* Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: City Attorney Approved Version #05.22.01 9 E xtt I 6 i 7- "A " GEOCON INCORPORATED GEOTECHNICAL CONSULTANTS Proposal No. LG-05 105 March 3,2005 City of Carlsbad c/o Helming Engineering, Inc. 1650 Linda Vista Drive, Suite 202 San Marcos, California 92078 Attention: Mr. Doug Helming Subject: UNrVERSITY COMMONS WETLANDS MITIGATION AREA SAN MARCOS, CALIFORNIA PROPOSAL FOR LIMITED GEOTECHNICAL STUDY OFFSITE MITIGATION SITE-CARLSBAD PORTION Gentlemen: In accordance with your request, we herewith submit our proposal to perform a limited geotechnical study within a portion of the proposed mitigation area located north and east of the Melrose Drive crossing over San Marcos Creek. To aid in preparing this proposal, we have performed a site visit, met with you and Mr. Tristan Cooke of O'Day Consultants, and reviewed the plans, entitled Wetlands Mitigation Area Grading Plans For: Rancho Santa Fe Rd. (Offsite Mitigation Site - Carlsbad Portion), Sheets 4 and 5 of 9, prepared by O'Day Consultants, dated February 11,2005. Based on a review of the referenced plan, and the existing geotechnical information in areas of proposed development, the primary consideration during site grading will be the presence of undocumented fill requiring remedial grading and the potential for hard rock in areas of planned excavation. Therefore, the scope of our proposed study focuses on identifying the composition of the undocumented fill and character of the underlying bedrock in the southern portion of the site. It is understood that geotechnical information in the northeastern portion of the enhancement area is not desired. Based on the above discussion and our understanding of the project, we recommend that the scope of the geotechnical investigation consist of the following: 0 Review published geologic maps, aerial photographs, and other geotechnical literature pertaining to the site to aid in evaluating geologic hazards that may be present. 0 Perform one day of exploratory excavations with a Caterpillar 345 excavator, or equal, to evaluate the composition of the undocumented fill materials and determine the rippability characteristics of the underlying bedrock. It is estimated that approximately 6 backhoe trenches could be accomplished in eight hours. 0 Preparation of a written report presenting our findings and recommendations regarding the geotechnical aspects of grading the southwest portion of the mitigation area as presently proposed. Information regarding excavation characteristics, slope stabilization measures, 6960 Flanders Drive Son Diego, California 92 12 1-2974 Telephone (858) 558-6900 Fax (858) 558-61 59 groundwater conditions and remedial grading will be included in the report. Existing pertinent subsurface information for a previous study in the area would be included in the report. We propose to perform the scope of work outlined herein for a fee not to exceed $10,800. Our services would be provided in accordance with the enclosed Conditions and Schedule of Fees. One invoice would be submitted upon completion of our report and would be itemized to reflect only the actual time and costs incurred. If unanticipated field conditions are encountered which require a significant modification to the recommended scope of work and/or which require an increase to the not-to-exceed amount, we would not proceed with the modified scope or increased amount without obtaining your verbal authorization. The proposed scope of services does not include the evaluation or identification of the potential presence of hazardous or corrosive materials on the site. We assume that the site plans provided for our use will show the locations of all underground utility lines and structures, as well as the location of sensitive natural habitats and/or archaeological sites. We will not be responsible for damage to any such lines, structures, vegetation, or archaeological sites that are not shown accurately on the plans provided to us. In addition, some disturbance to the ground surface and vegetation will occur as a result of accessing the desired locations of exploration. Although we will be careful to limit the extent of such occurrences, they can not be avoided and this proposal does not include any costs to regrade, re-vegetate, landscape or otherwise repair disturbed areas. Please carefully review the contents of this proposal, and the enclosed Conditions and Schedule of Fees and Terms for Geotechnical Engineering Services. If they meet with your approval, execute both copies of the Termsfor Geotechnical Engineering Services and return both copies to our office. We will then sign the documents and return one fully executed copy to you. Please note that it is necessary to indicate your project representative agent on the first sheet of Terms for Geotechnical Engineering Services and the address where all Client notices and communications should be sent. If you do not have an in-house project representative agent, please indicate a designated agent. Should you have any questions regarding this proposal, or if we may be of further service, please contact the undersigned at your convenience. Very truly yours, GEOCON INCORPORATED David B. Evans CEG 1860 DBE:anh Enclosures: SF-04: TGES (2) Addressee Proposal No. LG-05 105 -2- March 3,2005 Engineering Field Technician I/Lab Technician. ...... Engineering Field Technician I1 (Including Vehicle ........................................................................... 89h. ................... ............................................. 184h. Overtime and Saturday Rate. Sunday and Holiday Rate .... Minimum Professional Fee .................................................. ........................... ............................................... ......................... Included in Technic ................. I LABOMTO RY TESTS COMPACTION CURVES SOIL AND AGGREGATE STABILITY 4-inch mold (D1557). $160/ea. Resistance Value, R-value (D2844KAL301) ................ $230/ea. 6-inch mold (D1557) ........................ 175/ea. R-value, Treated (CAL301) ......... 245/ea. California Impact (C 170/ea. California Bearing Ratio (D1883) ................................. 500/ea. Check Point ................................. ........................... 80/ea. Stabilization Ability of Lime (C977) .............................. 170/ea. SOIL AND AGGREGATE PROPERTIES #200 Wash (D1140/C117) ...... .......................... $50/ea. Moisture Determination, tube sample (D2216) ................. $20/ea. Wet Sieve Analysis to #200 ( .......................... 75/ea. Moisture Determination and Unit Weight (D2937) ..... Hydrometer Analysis (D422) ............................................ 140/ea. Atterberg Limits: Plasticity Index (D43 18) ................. Sieve Analysis with Hydrometer (D422) .......................... 140/ea. Sand Equivalent (D2419) .................................................. 70/ea. Specific Gravity, Soil (D854) ........................................... 65/ea. pH and Resistivity (CAL643) ............................................ 125/ea. Specific Gravity Coarse Aggregate (C127) ....................... 38/ea. Sulfate Content (CAL417) ................................................ 85/ea. Specific Gravity Fine Aggregate (C128) ........................... 65iea. Chloride Content (CAL422) ..... ............................. 45lea. 6960 Flanders Drive Son Diego, California 92121-2974 Telephone (858) 558-6900 Fax (858) 558-6159 .......... ..........-.-...I ... ." ~ ..__._.__._.___l_l" .......... ~ ... ~ ~ .... ~ i I i ~ .- ~ I_ ~ ~ ". " ..... j SHEAR STRENGTH Unconfined Compression (D2166) ................................... $90/ea. Direct Shear, Quick, per point (D3080) ............................ 60/pt. Unconsolidated-Undrained Triaxial Shear (D2850) ......... 105/pt. Unconsolidated-Undrained Triaxial Staged (D2850) ........ 150/ea. Consolidated-Undrained Triaxial Shear (D4767) ............. 250/pt. Consolidated-Undrained Triaxial Staged (D4767) ............ 320/ea. Consolidated-Drained Triaxial Shear (EM1 110) .............. 350/pt. Consolidated-Drained Triaxial Staged (EM1 1 10) ............ 450iea. CONCRETE Compressive Strength, Cast Cylinders (C39) .................... $28/ea. Compressive Strength, Cores (C42) .................................. 40/ea. Flexural Strength Beam (C78/C293) ................................. 75/ea. Splitting Tensile Test (C496) ............................................ 65/ea. Mix Design Review ........................................................... 175/ea. Trial Batch ........................................................................ 450/ea. PERMEABILITY, CONSOLIDATION AND EXPANSION Permeability, Flexible Wall (D5084) .............................. $250/ea. Permeability, Rigid Wall (D5856) .................................. 240/ea. Consolidation, per point (D2435) ................................... 39/pt. Expansion Index (D4829NBC 29-2) .............................. 130/ea. AGGREGATE QUALITY Dry Sieve Analysis to #200 (C13) .................................... $75/ea. L.A. Rattler Test (500 rev.) ((2131) ................................... 175/ea. Sulfate Soundness (per sieve size) (C88) .......................... 95/ea. Durability Index (D3744) .................................................. 135/ea. Unit Weight (C142) .......................................................... 65/ea. Organic Impurities - Sand (C40) ....................................... 50/ea. Friable Particles (C142) .................................................... 75/ea. MASONRY CMU Compressive Strength (C140) ................................. $55/ea. Compressive Strength, Grout (C1019LJBC 21-19) ........... 28/ea. Compressive Strength, Mortar (C109NBC 21-15,16) ...... 28iea. CMU Unit Wt., Dimen., Absorption (C140) ..................... 55/ea. Compressive Strength, Masonry Prism (C 13 14) ............... 1 OO/ea. ASPHALT CONCRETE Density, Hveem (D2726/CAL308) .................................... $82/ea. Stabilometer (D1560KAL304) ......................................... 95iea. 65iea. Sieve Analysis Extracted Aggregate (C136) .................... 75/ea. % Asphalt, Ignition Method (CAL382) ............................ 85/ea. % Asphalt, Nuclear Gauge (CAL379) ............................... 100/ea. Unit Weight, Core (D 1188) .............................................. 45iea. Theoretical Max. Specific Gravity (D2041) ...................... TERMS AND CONDITIONS I. 2. 3. 4. 5. 6. 7. Listed are typical charges for the services most frequently performed by Geocon. Prices for unlisted services as well as special quotations far programs involving volume work will be provided upon request. Laboratory test prices shown are for laboratory work only, and include reporting qf routine results not calling for comments. recommendations or conclusions. All sampling and testing is conducted in substantial conformance with the latest applicable or designated specifications of the American Society for Testing and Materials. Caltrans. American Association of State Highway Officials, or other pertinent agencies. Saturday and overtime hours are charged at time and one-hag Sundays and holidays at double time. Per diem is $80.00 per day when location of work dictates. Field tests and instrumentation installation such as plate bearing, pile load, vane shear, piezometer, slope inclinometer, and other special tests will be charged at applicable hourly rates. Equipment and materials will be billed at cost plus 15%. Outside services including subcontractors and rental of special equipment are billed at cost plus 15percent. Hourly services are billedportal to portal from closest office in accordance with the stated hourly rates herein, with a minimum two-hour charge A surcharge of $20.00 per hour will be added to the Professional Services classifications indicated with an asterisk (*) on the Schedule of Fees in order to comply with the prevailing wage requirements of Calfomia Labor Code $720, et. seq. Invoices will be submitted at four-week intervals. Term ofpayment are net upon presentation of invoice. Invoices become delinquent thirty (30) days from invoice date andsubject to one and one-halfpercent (I-1/2%) service charge per month. or the maximum rate allowed by law, whichever is lower. IJClient objects to all or any portion of any invoice, Client will so noti$ Geocon in writing within fourteen (14) calendar days of the invoice date, identi& the cause of disagreement. undpay that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputedportion ofthe invoice. Payment on delinquent invoices will first be applied to accrued interest and then fo iheprincipal amount. All time spent and expenses incurred (including any attorney's fees and costs) in connection with collection of any delinquent amount will be paid by Client to Geoconper Geocon's current fee schedule. Many rish potentially affect Geocon by virtue of entering into this agreement to pdorm professional engineering services on behalf of Client. The principal risk is the potential for human error by Geocon. For Client to obtain the benefit of a fee which includes a nominal allowance for dealing with our liability, Client agrees to limit our liability to Client and to all other parties for claims arising out of our performance of the services described in the agreement. The aggregate liability of Geocon will not exceed $50.000 for negligent professional acts, errors, or omissions, including attorney's fees and costs which may be awarded to the prevailing party, and Client agrees to indemnifL and hold harmless Geocon from and against all liabilities in excess of the monetary limit established above. Page 2 of 2