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Nolte Associates Inc; 2006-01-18;
4 AMENDMENT NO, 2 TO AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES ON THE SAN MARCOS BOULEVARD TRANSMISSION MAIN (PROJECT NO, 39561) AiNO SAN MARCOS BOULEVARD WIDENING (PROJECT NO. 6005) INOLTE ASSOCIATES, INC.) This mendment No. 2 is entered into and effective as of the y day of . 2007, amending the agreement dated by and between the Carlsbad Municipal Water District , a Public Agency organized under the Municipal Water Act &1 1Q11, and a Subsidiary District of the City of Carlsbad, referred to as fCMWD"), and NOLTE ASSOCIATES, INC., f Contractor") (collectively, the "Parties") for construction management and inspection services on the San Marcos Boulevard Transmission Main (PROJECT NO, 39561 } AND SAN MARCOS BOULEVARD WIDENING (PROJECT NO, 6005} RECITALS A. The Parties desire to alter the Agreement's compensation to increase the allowable Agreement amount $64,000 for a total Agreement amount of $374,763; and B. Due to changes in the anticipated time of completion for the construction project;, the Parties have negotiated and agreed to supplemental compensation in an amount not to exceed $64,000,00. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows 1. CfvfWD will pay Contractor for all work associated with those services described in Exhibit "A" of the original agreement dated January 18, 2008, on a time and materials basis not-to-exceed three hundred seventy four thousand seven hundred sixty three dollars ($374,763), Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 2, Contractor will complete all work described in the original agreement, as amended by amendment no. 1, and as amended by this amendment no, 2, by January 18, 2008. 3, Ail other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect, 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. General Counsel Approved Verslort #07.05.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsjjdjary D^rict of the City of Carlsbad By:(print name/title) (e-mail address) *By: (sign here) (print name/title) LORRAINE Secretary M^:,^ ££/> *'"$>c IIP iilf ^%% *<*$'$/ <0 VAN(e-mail address) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFOor 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, General Counsel Deputy General C^jnsel General Counsel Approved Version #07.05.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant thai they have the legal power, right and actua! authority to bind Contractor to the terms and conditions of this Amendment CON "By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the MunicipalWater Act of 1911, and a $ub^iaryj0tstfflpt of the City of Carlsbad/ (print name/title) (e-mail address) If required by CMWO, proper notarial acknowledgment of execution by contractor must be attached. If a CQfl>oration, Agreement must be signed by one corporate officer from each of the following two groups. *6royp A. Chairman, President, or Vice-Preside nt **6roup B. Secretary, Assistant Secretary, CFOor Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the offieer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R, BALL, General Counsel General Counsel Approved Version #07.05,01 AMENDMENT NO. 1 TO AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES ON THE SAN MARCOS BOULEVARD TRANSMISSION MAIN (PROJECT NO. 39561) AND SAN MARCOS BOULEVARD WIDENING (PROJECT NO. 6005) (NOLTE ASSOCIATES, INC.) JThis Amendment No. 1 is entered into and effective as of the / (7&n day of (K\$P 0 ryy\JlK^\ , 2006, amending the agreement dated January 18, 2006 (the "Agreement") 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, referred to as ("CMWD"), and NOLTE ASSOCIATES, INC., ("Contractor") (collectively, the "Parties") for construction management and inspection services on the San Marcos Boulevard Transmission Main (PROJECT NO. 39561 )AND SAN MARCOS BOULEVARD WIDENING (PROJECT NO. 6005) RECITALS A. The Parties desire to alter the Agreement's compensation to increase the allowable Agreement amount $60,500 for a total Agreement amount of $310,763; and B. Due to changes in the anticipated time of completion for the construction project, the Parties have negotiated and agreed to supplemental compensation in an amount not to exceed $60,500.00. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows 1. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" of the original agreement dated January 18, 2006, on a time and materials basis not-to-exceed three hundred ten thousand seven hundred sixty three dollars ($310,763). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 2. Contractor will complete all work described in the original agreement, as amended by this amendment no. 1, by January 18, 2008. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. General Counsel Approved Version #07.05.01 Sf. %' 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. CONTI *By: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad (print name/title) /A (e-mail address) (sign here) f A.Dflilje^jjQ; President, Executive Manager or designee ATTEST: (print name/title -LORRAINE M. WOOD Secretary (e-mail address) If required by CMWD, proper notarial acknowledgment of execution by cofrtrafitororttust 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 **Group B. Secretary, Assistant Secretary, CFOor 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, General Counsel By: JJlLx "Deputy General CAunsel General Counsel Approved Version #07.05.01 AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (NOLTE ASSOCIATES, INC.) THIS AGREEMENT is made and entered into as of the I? day of U&nUtU^iJ 2QO(& by and between the CARLSBAD MUNICIPAL WATER DIStRICT, a Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), and NOLTE ASSOCIATES, INC., a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of an engineering firm that is experienced in Construction Management and Inspection services. B. Contractor has the necessary experience in providing professional services and advice related to Construction Management and Inspection. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. General Counsel Approved Version #04/02/02 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term will be an amount not-to-exceed two hundred fifty thousand two hundred sixty three dollars ($250,263). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payment requests should be made based on the Fee Schedule 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. General Counsel Approved Version #04/02/02 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City 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 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. 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 the 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. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 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. General Counsel Approved Version #04/02/02 10 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $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 CMWD'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 CMWD and the City of Carlsbad 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. General Counsel Approved Version #04/02/02 \\ 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Bill Plummer Name Bill Miller Title Deputy City Engineer, Design Title Project Director Carlsbad Municipal Water Dist Company Nolte Associates, Inc. Address 1635 Faraday Avenue Address 15070 Avenue of Science Carlsbad, CA 92008 Suite 100 San Diego, CA92128 Phone No. (760) 602-2768 Phone No. (858) 385-0500 E-Mail bplum ©ci.carlsbad.ca.us E-Mail bill.miller@nolte.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. General Counsel Approved Version #04/02/02 16. CONFLICT OF INTEREST CMWD will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and CMWD'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 of the Board those schedules specified by CMWD and contained in the Statement of Economic Interests Form 700. 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 CMWD 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 CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. General Counsel Approved Version #04/02/02 13 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to General Counsel Approved Version #04/02/02 recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parlies for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement 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 CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version #04/02/02 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 NOLTE ASSOCIATES, INC., a California corporatioc CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of )£11, and a Subsidjaf9 District of the/XJity of Carlsbad (sign here) (print name/title) "B (sign here) A. O (print name/tnle) LORRAINE M. WOOD Secretary (e-mail address) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Grpup A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFOor 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: ROMALDsR. BALL, GeneralCounsel ]\ t 1By:.' Deputy General Counsel /-//-0V General Counsel Approved Version #04/02/02 II* ALL PURPOSE ACKNOWLEDGMENT State of CALIFORNIA ) ) ss. County of SACRAMENTO ) On November 8, 2005, before me, Rick Garces, Notary Public, personally appeared Thomas G. Kurkjian and John A. Dallen, Jr., personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNES and official seal Signature of Notary Public RtCKOARCES Communion* 1338000 Notary Put*: -California Sacramanto County My ComraB<pim.Dec2Z. 20061 (Seal of Notary) OPTIONAL The information contained below is not required by law, however it may be a valuable resource to persons relying on the attached document and it may prevent fraudulent use of this form. Description of Attached Document: Title or Type of Document: Agreement for Construction Management Services - Carlsbad Municipal Water District - Date of Document: November 8, 2005 Signer(s) Other Than Named Above: _ Number of Pages: 9 EXHIBIT A SCOPE OF WORK CARLSBAD MUNICIPAL WATER DISTRICT SAN MARCOS BOULEVARD TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES August 4, 2005 General Information The San Marcos Boulevard Transmission Main Replacement Project and San Marcos Boulevard Street Improvement Project will be constructed under one contract. The Carlsbad Municipal Water District (CMWD) and the City of San Marcos entered into an agreement to provide for reimbursement to Carlsbad Municipal Water District for the cost to construct and provide construction management and inspection for the roadway widening portion of the construction contract. CMWD shall approve all changes to the Scope of Services. Changes to the Scope of Services will not be made without prior written approval from CMWD. CONSULTANT will not be compensated for services provided prior to approval of a change to the Scope of Services. The CMWD will not reimburse any services provided by CONSULTANT that are not covered by the Scope of Services. CMWD is requesting proposals, which shall include at a minimum the tasks outlined below. Each task shall apply, as necessary, to construction management services for the projects listed in this RFP. The proposal shall be prepared under the assumption that one construction contract will be awarded for both projects. If additional services are recommended beyond those included in this scope of work, describe additional services and proposed method for completion of the work. The firm to be awarded the construction management services contract shall be known as the Construction Manager (CM), and shall be retained through the completion of the project, including any contract time extensions. The CM shall assemble a multi-discipline team and provide one lead individual, the Project Manager, who shall bear overall responsibility for all CM services, and who shall be available to report directly to the CMWD's Project Manager. Required items of work that cannot be furnished by the CM's in-house personnel shall be furnished by subconsultants under direct contract with the CM. All such subconsultants shall be identified in the proposal, and the utilization of these subconsultants is subject to approval by CMWD. All work shall comply with the requirements of federal and state laws, CMWD requirements, City of San Marcos requirements, professional engineering and industry standards, and other regulations related to the construction of water transmission pipelines and appurtenances and street improvements. ifr August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-2 PROJECT DESCRIPTION: The construction contract is broken down into the following Bid Schedules: Bid Schedule "A" - San Marcos Boulevard Transmission Main Replacement Project, Drawing No. 425-1 The Project is replacement of an existing 27-inch steel cement mortar lined and coated potable water transmission pipeline buried within the right-of-way of San Marcos Boulevard within the city of San Marcos. The section of pipeline to be replaced is approximately 4,000 ft long and extends from its connection to the Second San Diego Aqueduct at the southeast corner of the intersection of San Marcos Boulevard and Rancho Santa Fe Road to the intersection of San Marcos Boulevard and Avenida de las Rosas/Acacia Drive near the San Marcos/Carlsbad city line. The pipeline will be replaced in the same alignment corridor within San Marcos Boulevard right-of-way with a buried 30-inch steel cement mortar lined and coated pipeline. The work of the project will include disconnection of the existing pipeline from the Second San Diego Aqueduct and connection of the replacement pipeline in its place. The potable water supply provided by this pipeline can only be interrupted for short periods. Therefore, the existing pipeline will need to be taken out of service and disconnected from the Aqueduct and the replacement pipeline connected and immediately placed into service. The work will require coordination with the San Diego County Water Authority for work within the Authority's right-of-way, and shutdown of CMWD's existing pipeline, however no shutdown of the Aqueduct will be required. The connection at Avenida de las Rosas is to an existing valved stubout that was installed during replacement of the pipeline west of Avenida de las Rosas/Acacia Drive. An existing turnout to a reservoir off the existing 27-inch pipeline within the pipeline segment to be abandoned in place for future use as a recycled waterline. The intersection of San Marcos Boulevard and Rancho Santa Fe Road and the section of San Marcos Boulevard immediately west of Rancho Santa Fe Road experience high traffic volumes and have multiple exit and entry points to adjacent commercial developments. The potable water transmission pipeline to be replaced is owned by the Carlsbad Municipal Water District (CMWD) and supplies water to the City of Carlsbad. The CONSULTANT will provide construction management and inspection services during construction of the San Marcos Boulevard Transmission Main and Street Improvements. Construction work hours for the pipeline replacement work will be during the night. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-3 Construction of the San Marcos Boulevard Transmission Main Replacement and Street Improvements Project is anticipated to begin November 2005 and end in November 2006. CMWD Project Manager: David P. Ahles Phone: (760) 602-2748 Fax: (760) 602-8562 Design Consultant: Daniel Boyle Engineering Engineer of Work: Robert Satchell Public Relations: Contractor to provide notices to adjacent property owners Environmental: MND Prepared by City of San Marcos Geotechnical Materials Testing: To be supplied by CM consultant Owner: CMWD Field Office: Provided by Construction Contractor Bid Schedule "B" - San Marcos Boulevard Street Improvement Project, Drawing No. IP-4693 The City of San Marcos has prepared plans and specifications to widen San Marcos Boulevard in the same reach as the San Marcos Boulevard Water Transmission Main. The San Marcos Boulevard Widening Project consists of widening San Marcos Boulevard from the Acacia Drive intersection easterly to Rancho Santa Fe Road to prime arterial standards. The work includes three through lanes in the eastbound direction, an exclusive right-turn lane, a bike lane, raised landscaped median, retaining walls, curbs, gutters, sidewalks, traffic signal modification, storm drain, and streetlights. In addition, improvements will be made to the intersection of Rancho Santa Fe Road with San Marcos Boulevard, including a new traffic signal system designed to current City of San Marcos standards for two northbound through lanes for Rancho Santa Fe Road, three eastbound through lanes for San Marcos Boulevard, two left-turn lanes from eastbound San Marcos Boulevard to northbound Rancho Santa Fe Road, and two left-turn lanes from northbound Rancho Santa Fe Road to westbound San Marcos Boulevard. There will also be a pavement overlay of the south side of San Marcos Boulevard within the project limits. The San Marcos Boulevard widening from Acacia Drive to Rancho Santa Fe Road is integral to the Circulation Element Plans for San Marcos, and the North County Region in general; this project will improve a vital link in the North County region's roadway network. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-4 The CONSULTANT shall provide construction management and inspection services during construction of the San Marcos Boulevard Transmission Main and Street Improvements. Construction work hours for the roadway work will be during the night. Construction of the San Marcos Boulevard Transmission Main Replacement and Street Improvement Project is anticipated to begin in November 2005 and end in November 2006. City of San Marcos Project Manager: Phone: Fax: Design Consultant: Engineer of Work: Mike Mercereau (760) 752-7550 (760) 752-7578 Dokken Engineering Don Bloodworth Public Relations: Environmental: Geotechnical Materials Testing: Owner: Field Office: SCOPE OF SERVICES: Contractor to provide notices to adjacent property owners MND Prepared by City of San Marcos To be supplied by Construction Management consultant City of San Marcos Provided by Construction Contractor Task 1: General Project Management and Coordination Services 1.1 Maintain ongoing interaction with CMWD, City of San Marcos, contractor, design engineers, regulatory agencies, San Diego Gas & Electric (SDG&E), Pacific Bell, Cox Cable, Vallecitos Water District, local residents and business, and other agencies and individuals affected by the work. Coordinate with the contractor to prepare and release notices of construction activity as required by the project specifications. 1.2 Provide project organization, individual assignments, responsibilities, phone numbers, lines of authority, and methods for interfacing with CMWD, local agencies, contractors, and the public. Provide a Project Manager, who bears total responsibility for CM services and is available to report directly to CMWD's Project Manager. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-5 1.3 Communication Management: Establish document control systems and procedures for documenting communications and correspondence. Provide examples of all forms that the CM and contractor will be required to use to transmit and formalize all Requests for Information (RFI), clarifications, submittals, substitution requests, concrete pour notifications, blasting notifications, radiographic testing requests, and other official project documents. Task 2: Preconstruction Services 2.1 Perform a thorough review of the construction drawings, specifications, and engineer's cost estimate to become familiar with the project work, and identify constructability problems and specific coordination requirements for the awarded project. 2.2 Notify appropriate parties, schedule and conduct the Preconstruction Conference with the contractor. The meeting shall cover the overall project objectives, responsibilities of key personnel and agencies, schedules, schedule of values (bid breakdown), procedures for handling submittals, correspondence, utility relocations, local agency permit requirements, requests for clarification, progress payments, change orders, and other pertinent topics. Provide opportunities to have the contractor's questions answered. The meeting shall emphasize the project's philosophy of teamwork and cooperation as goals to achieve a safely constructed project, built on schedule, and in accordance with all quality requirements. 2.3 Preconstruction Condition Surveys - The CM shall conduct a condition survey of general conditions of the area of work and its features. Task 3: Construction Services Task 3.1 Contract Administration/Compliance/Mobilization The CM shall be responsible for all aspects of contract compliance, change/claims processing, negotiations and contract interpretation and enforcement. Utilize the field offices provided by the contractor. The furniture and telephones shall be provided by the contractor per the specifications. The furniture and telephones shall remain the property of the contractor. The CMWD's Project Manager may also use certain contractor and CM furnished furniture and supplies. Maintain all furnished office space and equipment in good working condition and promptly inform the contractor of all repairs or modifications required. CM shall furnish any additional office space, furniture, computers, materials, tools, inspection gear, cameras and film, equipment, paper, office supplies, machines, telephones, and all other items required to provide suitable facilities for CM staff. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-6 Task 3.2 Reports and Communications All relevant project communications shall be documented and promptly distributed to the CMWD and applicable parties. All original project documents and final project reports shall be furnished to CMWD within 60 days following filing of the Notice of Completion. Maintain field memoranda, transmittals, updated schedules, logs of shop drawings and other submittals, logs of requests for information, change orders, progress payment requests, progress meeting reports, daily inspection reports, dates of utility service interruptions, and all other project correspondence. Monthly progress reports (three copies) shall be prepared and submitted to the CMWD and City of San Marcos Project Managers and shall include the following elements: a) Summary of the prior month's main accomplishments and current construction activities. b) Overall contractor's conformance to contract schedule and quality requirements. c) Identification of key problems, action items, and issues. Recommendation for solutions. d) Summary of progress payments, change orders, disputes, submittals, RFI's, and Notices of Noncompliance. e) Photographs of representative project activities. Task 3.3 Photo Documentation Review the contractor's videotape of preconstruction site conditions prior to any construction operation to confirm existing conditions within the limits of work, adjacent areas, and along haul roads to document and clearly depict pre-existing conditions. Prepare additional videotape and/or photographs to document site conditions as required to supplement the contractor's videotape. Take and develop construction documentation photographs on a regular basis. Maintain a photographic library of all significant construction activities, including new piping and structures, relocated utilities, and connections to existing facilities. Label photos with the date, location, and narrative information. Take additional photographs to document differing site conditions, change order and claim items, and any special or unique conditions as they arise. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-7 Task 3.4 Construction Progress Meetings Schedule and conduct weekly construction progress meetings with the contractor and the CMWD. Provide meeting agendas and discuss the schedule, near-term activities, clarifications and problems which need resolution, coordination with other contractors, status of change orders, safety issues, etc. Prepare minutes of the meetings with identified action items. Prepare and distribute the minutes to the attendees within two working days. Include minutes in the monthly progress reports. Task 3.5 Shop Drawings and Submittal Reviews Submittal review and approval are the responsibility of the CM. CM will review the contractor's submittals for conformance with the contract document requirements. Submittals of a general nature are to be reviewed and processed by the CM. CMWD and City of San Marcos will be available to review submittals and/or shop drawings. The CM shall coordinate the review of steel pipe submittals with the CMWD. CM will log, track, and monitor shop drawings, calculations, data samples, submittals, and manuals from the contractor. Shop drawings and submittals which significantly do not meet the specified requirements shall be returned to the contractor with comments for corrections and resubmittal. Exception reports, which identify outstanding submittals or reviews needed, shall be prepared periodically by the CM. Preliminary lists of initial submittal requirements shall be prepared by the CM and issued at the Preconstruction Conference. Task 3.6 Plans and Specifications Interpretation Inspect construction activities to ensure that the work is in accordance with the contract documents and regulatory agency requirements. The CM shall review and respond to contractor Requests for Information (RFI). Upon approval by the CMWD, the projects' design consultant will be available to review the RFI. The CM shall maintain a log of RFI and provide written clarification to the contractor in a timely manner. The CM shall respond in writing to contractor questions from a reasonable review of the drawings and specifications for clarification items. Responses to requests for changes to the design require prior approval from CMWD or City of San Marcos project managers. Obtain and maintain specification referenced standards including: local and regional specifications, codes, standards, publications, regulations, applicable permitting criteria from local, state, and federal agencies, standard drawings and specifications of the local agencies, and related documents, as referenced in the contract documents and as required to perform the work. Make such documents available for review by the contractor, CMWD, City of San Marcos, and other interested parties. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-8 Task 3.7 Project Management and Resident Engineering The CM's Project Manager and Resident Engineer shall oversee, perform, and coordinate work included within this scope of work, as directed by the CMWD. The CM's Project Manager and Resident Engineer shall: prepare reports, letters, and memoranda; conduct meetings; monitor and track the expiration of insurance requirements and obtain updated certificates from the contractor; coordinate subconsultant, testing, and specialty services; review daily inspection notes and identify and resolve nonconforming items; notify the CMWD of significant problems and discrepancies; interpret drawings, specifications and reference standards; monitor construction activities and schedules; resolve constructability problems; coordinate connections and operations; prepare change orders; review and notify the contractor of test results; investigate claims; perform inspections; review the contractor's Record Drawings periodically and concurrently with contractor progress payments; and prepare project punch lists, etc. Task 3.8 Construction Inspection Services Provide full time inspection in addition to CMWD and City of San Marcos Inspection to ensure that the contractor's work is in compliance with the contract documents. Prepare daily reports of the construction activities including weather conditions, contractor's equipment and manpower, work performed, materials used, site visitors, note delays in work and reasons for the delays, and deficiencies. Prepare daily reports of deviations and non-conformance to specifications and provide a timely response. Perform technical inspection at the job site as required of materials and workmanship, and discuss with the contractor appropriate revisions to the methods and procedures used in performing the work. The inspectors may not authorize extra work or approve of work that deviates from the contract documents. Coordinate disinfection of piping and connections to existing water systems with contractor, CMWD's Operations Department and Project Manager. Task 3.9 Corrosion Control and Cathodic Protection Services Provide inspection services during installation and start-up of corrosion control and cathodic protection systems including deep well anodes, corrosion monitoring test stations, and pipe coatings. Task 3.10 Progress Payments Prepare project-related invoices and progress payments. Submit all invoices to the CMWD with a recommendation stating the proper amount for payment. Use the Agreement between CMWD and City of San Marcos , Schedule of Values and actual quantities as a basis to prepare payment requests. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES Page A-9 Task 3.11 Contractor's Claims and Change Orders Identify, prepare, log, and monitor all contractor or CMWD initiated claims, changes, extra work, and change orders. Negotiate all claims to an agreed contractor/consultant/CMWD conclusion. Submit change orders to the CMWD for approval. Prepare report providing statement of claim, extra work, or change; background leading to issue; resolution alternatives; and resolution recommendation for action by CMWD. Prepare written justification and cost estimates for each change order and negotiate costs with the contractor. Prepare claims, extra work, and change orders that require design modifications or clarifications, including revisions to the drawings, details, and specifications. Resolve claims, extra work, and change orders for changes to the work and obtain CMWD approval. Provide lead role and support to CMWD in resolving claims and disputes. This shall include: written responses to contractors and private parties, giving depositions, assisting with arbitration and litigation, serving as an expert witness, investigating claims for damages by private sources, design services for replacement of damaged work, and services made necessary by contractor default. Task 4: Geotechnical Engineering and Material Testing Services Provide geotechnical engineering and materials testing services. Services shall include grading supervision, soils compaction testing, soils and materials laboratory testing, dewatering monitoring, etc. Provide a written report at the completion of the contract certifying that the geotechnical work complies with the contract documents. A Registered Professional Engineer and/or Registered Professional Geologist in the State of California, as appropriate, must sign and stamp the geotechnical reports. Review and process contractor submittals for pipe backfill materials, aggregate, grouting, and associated geotechnical and construction materials. Recommend appropriate changes for acceptance. Review excavation system protection plans for trench and structures submitted by the contractor, and provide recommendations regarding the contractor's application of the plans throughout construction operations. The Materials Testing shall include soil tests (compaction & R-Values) as necessary to verify the thickness of the proposed structural section for the road widening. Provide project documentation of material evaluations and placement inspections. Provide a final geotechnical report. August 4, 2005 EXHIBIT A - SCOPE OF WORK - TRANSMISSION MAIN REPLACEMENT AND STREET IMPROVEMENTS CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES PageA-10 Task 5: Project Closeout Prepare detailed project punch lists at closeout of the project. Upon correction of deficiencies, schedule, coordinate, and conduct a final walk-through prior to the acceptance of work with the CMWD and City of San Marcos. Verify work, testing, cleanup and demobilization is complete. Check and submit final payment requests, two working days after final walk-through. Review and certify that the contractor's project record drawings are complete and accurate. 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