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HomeMy WebLinkAboutInfrastructure Engineering Corporation; 2009-10-07; PWENG705PWENG705 MASTER AGREEMENT FOR PROFESSIONAL WATER AND RECYCLED WATER ENGINEERING SERVICES (INFRASTRUCTURE ENGINEERING CORPORATION) THIS AGREEMENT is made and entered into as of the 7 _ day of 2009, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a subsidiary District of the City of Carlsbad hereinafter referred to as "District", and INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation, hereinafter referred to as "Contractor." RECITALS A. District requires the professional services of an engineering consultant that is experienced in water and recycled water engineering services. B. The professional services are required on a non-exclusive, project-by- project basis. C. Contractor has the necessary experience in providing professional services and advice related to water and recycled water engineering services. D. Selection of Contractor is expected to achieve the desired results in an expedited fashion. E. Contractor has submitted a proposal to District and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, District and Contractor agree as follows: 1. SCOPE OF WORK District retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years starting December 6, 2009. City Attorney Approved Version #04/03/02 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by District and be completed within the time specified in the Task Description for the project (see paragraph 4 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Public Works Director or Deputy City Engineer, as his designee. The Public Works Director or Deputy City Engineer, as his designee will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by District inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement year. The total amount of the Agreement shall not exceed six hundred thousand dollars ($600,000) for the complete Agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, District shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for District, the Executive Manager, or Public Works Director, as his designee, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of District. Contractor will be under control of District only as to the result to be accomplished, but will consult with District as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of District for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. District will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. District 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 District within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which District 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 District's election, District may deduct the indemnification amount from any balance owing to Contractor. City Attorney Approved Version #04/03/02 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of District. If Contractor subcontracts any of the Services, Contractor will be fully responsible to District 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 District. 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 District. 8. OTHER CONTRACTORS The District reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the District and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense District incurs or makes to or on behalf of an injured employee under the District's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. 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-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless General Counsel 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. District, 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. City Attorney Approved Version #04/03/02 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 District). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code 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 District's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The District 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 District sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to District's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to District. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then District 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 District to obtain or maintain insurance and District 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. District 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. City Attorney Approved Version #04/03/02 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 District 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 District. 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 District. 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 District and Contractor relinquishes all claims to the copyrights in favor of District. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of District and on behalf of Contractor under this Agreement. For District: Name William Plummer Title Deputy City Engineer Dept Public Works - Design Division CARLSBAD MUNICIPAL WATER DISTRICT Address 1635 Faraday Avenue "Carlsbad, CA 92008 Phone No. (760) 602-2768 For Contractor: Name Title Amy Czaijkowski, PE Senior Project Manager INFRASTRUCTURE ENGINEERING CORP. Address 301 Mission Avenue, Ste. 202 Oceanside, CA 92054 Phone No. (760) 529-0795 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 District 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 Secretary those schedules specified by District and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04/03/02 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 District 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 District 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, District may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If District decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, District 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 District and all work in progress to District address contained in this Agreement. District will make a determination of fact based upon the work product delivered to District and of the percentage of work that Contractor has performed which is usable and of worth to District in having the Agreement completed. Based upon that finding, District will determine the final payment of the Agreement. 6 City Attorney Approved Version #04/03/02 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of District, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to District. 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. District 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, District 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 District 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 District, 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 District 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 District 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. 7 City Attorney Approved Version #04/03/02 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon District 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 District, 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. City Attorney Approved Version #04/03/02 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. Executed by Contractor this 30 day of ., 200*7 . CONTRACTOR: INFRASTRUCTURE ENGINEERING CORPORATION, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad President (print name/title)ATTEST: (e-mail address) Bv: '(sign here)LORF Secretary (print name/title) .x\\"""//, ^/•^•ti>, /^^"^iv^ 2:55: (e-mail address) (Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, document must be signed by one from each column: Column A Chairman, president or vice-president Column 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.) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a subsidiary District of the City of Carlsbad APPROVED AS TO FORM: RONALD R. BALL, General Counsel BY: City Attorney Approved Version #04/03/02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California On County of J(XV 30. / Date ' personally appeared efore me,. Here" Insert Name and Title'of the Office f~f L2lf\/lS Name(s) of Signer(s) NANCY M. OWUSli CommHUon * 16673W Notary PuMc.CoJtomto tan Otogo County r17.201C who proved to me on the basis of satisfactory evidence to be the person(s) whose name^s) is/are subscribed to the within instrument and acknowledged to me that he/sbc/they executed the same in his/bef/their authorized capacity^ies), and that by his/hor/their signature^ on the instrument the person(s), or the entity upon behalf of which the person^s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature OPTIONAL Though the information below /s not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:Number of Pages^ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. RIGHT THUMBPRINT OF SIGNER Top of thumb here t^S&i: r's Name: Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder:Call Toll-Free 1 -800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On JUU/ / Date before me, NM/M M> CJ\ftUSL£ A/07fl/<V/ ' Here Insert Name ancf Title of the Officer / personally appeared l\Ou&K / J. \l\] £ ft E R Name(s) of Signer(s) NANCY M.OWUKE L CommHton* 1667396 Notaiy *jMc - Coltomta $ Son Dt»go County f who proved to me on the basis of satisfactory evidence to be the person^ whose name(e) is/are subscribed to the within instrument and acknowledged to me that he/ske/tbey executed the same in his/h&f#heir authorized capacity(4es)-, and that by his/hor/thoir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s-) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my hand and official seal. Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservato. D Other: Signer Is Piepfesenting:. RIGHTTi-iUMBPRINT OF SIGNER Top of thumb here Idividual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 EXHIBIT "A" RATES THROUGH DECEMBER 2012 HOURLY CHARGE RATE AND EXPENSE REIMBURSEMENT SCHEDULE Professional Engineering Intern/Technician CADD Designer I/Engineer I Graphic Designer CADD Designer II/Engineer II CADD Designer Ill/Engineer III Designer/Project Engineer Senior Project Engineer Senior Project Engineer Planning & IS. Project Manager Senior Project Manager Principal Principal Planning & IS Surveying Principal Surveyor Project Surveyor Field - 2 Man Crew Administrative Administrative Clerk Word Processor/Admin Support. ; 70 ; 100 1105 1115 ;i25 ;i35 ;i55 1180 ;iso ;i90 ;i95 1205 160 135 190 65 75 *Construction Construction Inspector $ 115 Senior Construction Inspector $ 125 Resident Engineer $ 140 Construction Manager $ 165 Sr. Construction Manager $ 175 CM Coordinator $110 Asst CM Coordinator $ 80 Flow Monitoring Senior Field Technician $ 95 Field Operations Manager $ 125 Project/Data Manager $ 130 Sub-consultants will be billed at cost plus 10% unless specified otherwise in the agreement. Reimbursable Costs Reproduction, special photography, postage, delivery services, express mail, printing, travel, parking, and any other specialty services performed by subcontractor will be billed at cost plus 10%. Mileage will be billed at the current IRS allowed rate. * Field personnel rates are inclusive of vehicle, mileage, phone, computer, etc. 14271 Donl«l*on Street, Poway, California 92064 T 858.4)3.2400 F 858.413.2440 www.lecorpoiollon.coin