Loading...
Contract - Pacific Data Electric - 2013-11-21Project #196 -D, Irvine Pump Station Generator AGREEMENT FOR CONSULTANT SERVICES 3This Agreement ( "AGREEMENT ") is made and effective as of fi" �-/, between the Costa Mesa Sanitary District, a sanitary district ( "DISTRICT "), and PDE, a California corporation ( "CONSULTANT "). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, PDE was previously retained by District to prepare a Feasibility Study for Project #196 for backup power and backup pumping capability at six pumping stations, including the Irvine Pumping Station, which is the project now under consideration as #196 -D; and WHEREAS, PDE successfully designed the backup generator for the Canyon Pumping Station under project #196 -B; and WHEREAS, PDE recently designed conceptual construction drawings for the proposed generator at Irvine Pump Station, said drawings being accepted by the Back Bay Center property owner and District; and WHEREAS, District's Operations Code Section 4.04.120(f) allows a negotiated contract "When the Board of Directors, on recommendation of the general manager, determines that an alternate procedure will be in the best interests of the District and the policies set forth in this chapter. "; and WHEREAS, said General Manager and Board of Directors believe PDE's experience and familiarity with this pumping station in particular, and all District pumping stations in general, provide them the knowledge and tools necessary to expeditiously prepare construction drawings for the Irvine Pump Station; and WHEREAS, DISTRICT sustained a sanitary sewer overflow into the Upper Newport Bay from the Irvine Pump Station on August 31, 2013, causing time to be of the essence in the design and installation of the Irvine Pump Station backup generator; NOW, THEREFORE, the parties hereto agree as follows: 1. TERM This AGREEMENT shall commence on November 22, 2013, and shall remain and continue in effect until tasks described herein are completed unless sooner terminated pursuant to the provisions of this AGREEMENT. 1 PSA 12 10 2. SERVICES CONSULTANT shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. CONSULTANT shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE CONSULTANT shall, at all times, faithfully, competently, and to the best of his /her /its ability, experience, and talent perform all tasks described herein. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of CONSULTANT hereunder in meeting its obligations under this AGREEMENT. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. DISTRICT MANAGEMENT The General Manager shall represent DISTRICT in all matters pertaining to the administration of this AGREEMENT, including review and approval of all products submitted by CONSULTANT. Notwithstanding the foregoing, the General Manager's authority to enlarge the tasks to be performed or change CONSULTANT's compensation is subject to Section 5 hereof. 5. PAYMENT (a) DISTRICT agrees to pay CONSULTANT in accordance with Exhibit A, attached hereto and incorporated herein by reference. This amount shall not exceed Fifty Thousand, Seven Hundred Fifty One and 00/100 Dollars ($50,751.00) for the total term of this AGREEMENT unless additional payment is approved as provided in this AGREEMENT. Said sum includes travel and other costs, except blueprinting costs, which shall be charged at cost plus 10% unless performed by District's blueprinter. (b) CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT that are in addition to those set forth herein, unless such additional services are requested in a written change order and are approved in advance and in writing by DISTRICT. The written change order requirement cannot be waived. The General Manager may approve change orders for additional work not to exceed the cumulative value of ten percent (10 %) of the total contract sum. Any additional work in excess of this cumulative amount shall be approved by the Board of Directors. (c) CONSULTANT will submit invoices upon task completion unless otherwise agreed. Payment shall be made within thirty (30) days of receipt of each invoice as to all non - disputed fees. If DISTRICT disputes any of CONSULTANT's fees, 2 PSA 12 10 DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of an invoice of any disputed fees contained in the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The DISTRICT may, at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If the DISTRICT suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT. (b) In the event this AGREEMENT is terminated pursuant to this Section, the DISTRICT shall pay to CONSULTANT the actual value of the work performed up to the time of termination, provided that the work performed is of value to the DISTRICT. CONSULTANT shall immediately turn over all work - product to DISTRICT in a readily usable form. Upon termination of the AGREEMENT pursuant to this Section, the CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5. 7. DEFAULT OF CONSULTANT (a) The CONSULTANT's failure to comply with the provisions of this AGREEMENT shall constitute a default. In the event that CONSULTANT is in default for cause under the terms of this AGREEMENT, DISTRICT shall have no obligation or duty to continue compensating CONSULTANT for any work performed after the date of default and can terminate this AGREEMENT immediately by written notice to the CONSULTANT. If such failure by the CONSULTANT to make progress in the performance of work hereunder arises out of causes beyond the CONSULTANT's control, and without fault of negligence of the CONSULTANT, it shall not be considered a default. (b) As an alternative to the procedure for immediate termination for default set forth in subparagraph (a), if the District Manager or his /her delegate determines that the CONSULTANT is in default in the performance of any of the terms or conditions of this AGREEMENT, he /she may in his /her discretion cause to be served upon the CONSULTANT a written notice of the default and demand to cure. The CONSULTANT shall have ten (10) days after service upon it of said notice to cure the default by rendering a satisfactory performance. In the event that the CONSULTANT fails to cure its default within such period of time, the DISTRICT shall have the right, notwithstanding any other provision of this AGREEMENT, to terminate this AGREEMENT without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this AGREEMENT. 3 PSA 12 10 8. OWNERSHIP OF DOCUMENTS (a) CONSULTANT shall maintain complete and accurate records with respect to the professional services required by this AGREEMENT and will produce the work product specified in Exhibit A and other such information required by DISTRICT that relate to the performance of services under this AGREEMENT. CONSULTANT shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to the representatives of DISTRICT or its designees at reasonable times to such books and records; shall give DISTRICT the right to examine and audit said books and records; shall permit DISTRICT to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this AGREEMENT. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination, or suspension of this AGREEMENT, all work product reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this AGREEMENT shall become the sole property of the DISTRICT and may be used, reused, or otherwise disposed of by the DISTRICT without the permission of the CONSULTANT. With respect to computer files, CONSULTANT shall make available to the DISTRICT, at the CONSULTANT's office and upon reasonable written request by the DISTRICT, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. Said software and hardware shall be made available to DISTRICT at CONSULTANT's cost. (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONSULTANT's services, to the fullest extent permitted by law, CONSULTANT shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, agents, employees, or subconsultants (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or 4 PSA 12 10 threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including, but not limited to, officers, agent, employees, or subconsultants of CONSULTANT. 10. INSURANCE CONSULTANT shall maintain prior to the beginning of and for the duration of this AGREEMENT insurance coverage as specified in Exhibit B attached to and made part of this AGREEMENT. 11. INDEPENDENT CONSULTANT (a) CONSULTANT is and shall at all times remain as to the DISTRICT a wholly independent consultant. The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. Neither DISTRICT nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this AGREEMENT. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the DISTRICT. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any manner. (b) No employee benefits shall be available to CONSULTANT in connection with the performance of this AGREEMENT. Except for the fees paid to CONSULTANT as provided in the AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The CONSULTANT shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this AGREEMENT. The CONSULTANT shall at all times observe and comply with all such laws and regulations. The DISTRICT and its officers and employees shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this Section. 13. UNDUE INFLUENCE CONSULTANT declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the DISTRICT in 5 PSA 12 10 connection with the award, terms, or implementation of this AGREEMENT, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the DISTRICT will receive compensation, directly or indirectly, from CONSULTANT or from any officer, employee, or agent of CONSULTANT in connection with the award of this AGREEMENT or any work to be conducted as a result of this AGREEMENT. Violation of this Section shall be a material breach of this AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of DISTRICT, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to the project during his /her tenure or for one year thereafter shall have any interest, direct or indirect, in any agreement or sub - agreement, or the proceeds thereof, for work to be performed in connection with the project performed under this AGREEMENT. 15. RELEASE OF INFORMATION /CONFLICTS OF INTEREST (a) All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT and its officers, employees, agents, or subconsultants shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT or relating to any project or property located within the DISTRICT. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. (b) CONSULTANT shall promptly notify DISTRICT should CONSULTANT or its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this AGREEMENT or the work performed thereunder or with respect to any project or property located within the DISTRICT. DISTRICT retains the right, but has no obligation, to represent CONSULTANT and /or be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with DISTRICT and to provide the opportunity to review any response to discovery requests provided by CONSULTANT. However, DISTRICT's right to review any such response does not imply or mean that DISTRICT has a right to control, direct, or rewrite said response. (c) CONSULTANT covenants that neither he /she /it nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed by it/them as an officer, employee, I PSA 12 10 agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and /or property owner(s) and /or firm(s) and /or partnership(s) owning property in the DISTRICT or the study area and further covenants and agrees that CONSULTANT and /or its subconsultants shall provide no service or enter into any agreement or agreements with a /any developer(s) and /or property owner(s) and /or firm(s) and /or partnership(s) owning property in the DISTRICT or the study area prior to the completion of the work under this AGREEMENT. 16. NOTICES Any notices which either party may desire to give to the other party under this AGREEMENT must be in writing and may be given by: (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To DISTRICT: Costa Mesa Sanitary District 628 West 19th Street Costa Mesa, California 92627 Attn: District Clerk To CONSULTANT: PDE 9970 Bell Ranch Drive, #109 Santa Fe Springs, CA 90670 -2980 Attn: Dan Cohee 17. ASSIGNMENT The CONSULTANT shall not assign the performance of this AGREEMENT, nor any part thereof, nor any monies due hereunder, without prior written consent of the DISTRICT. 18. LICENSES At all times during the term of this AGREEMENT, CONSULTANT shall have in full force and effect all licenses required of it by law for the performance of the services described in this AGREEMENT. 7 PSA 12 10 19. GOVERNING LAW DISTRICT and CONSULTANT understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this AGREEMENT and also govern the interpretation of this AGREEMENT. Any litigation concerning this AGREEMENT shall take place in the superior or federal district court with jurisdiction over the DISTRICT. 20. ENTIRE AGREEMENT This AGREEMENT contains the entire understanding between the parties relating to the obligations of the parties described in this AGREEMENT. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this AGREEMENT and shall be of no further force or effect. Each party is entering into this AGREEMENT based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL CONSULTANT is bound by the contents of Exhibit A, hereto and incorporated herein by this reference. In the event of conflict, the requirements of DISTRICT's Request for Proposals and this AGREEMENT shall take precedence over those contained in the CONSULTANT's proposals. 22. MODIFICATION No modification to this AGREEMENT shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. This written modification requirement cannot be waived. 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this AGREEMENT on behalf of CONSULTANT warrant(s) and represent(s) that he /she /they has /have the authority to execute this AGREEMENT on behalf of the CONSULTANT and has /have the authority to bind CONSULTANT to the performance of its obligations hereunder. 24. INTERPRETATION In the event of conflict or inconsistency between this AGREEMENT and any other document, including any proposal or Exhibit hereto, this AGREEMENT shall control unless a contrary intent is clearly stated. PSA 12 10 25. BUSINESS LICENSE CONSULTANT shall obtain a business license from the City of Costa Mesa unless legally exempt. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT PDE .4 ii—L Jp6s Ferryman, Pr ident kl� U Arthur Perry, Secretary ATTEST: istrict Clerk APPROVED AS TO FORM: District Counsel 9 PSA 12 10 ® PDE Total Energy Solutions Electrical Contractors October 21, 2013 Attention: Scott Carroll Costa Mesa Sanitation District 628 W. 19th St Costa Mesa CA 92627 Reference: PS13 A &E proposal Dear Scott, www.pdeinc.corn CA Lic. No. C10 620473 PDE, Total Energy Solutions, is pleased to submit a proposal for A &E services associated with installing an emergency generator at PS 13 in the County of Orange. RE: Proposal for Architectural and Engineering Services — Costa Mesa Pump Station Generator Engineering and Construction Documents — PS13 2672 Irvine Ave., Costa Mesa 92660 Project: Provide Construction Documents for submittal to other contractors, for the new proposed natural Gas Powered Generator at the above mentioned location. Construction Documents will be based on the preliminary and developed renderings and location plans created by SCDS under separate contract. PDE will work with SCDS and CMSD to provide plans for bid and construction. PDE and CLIENT (Costa Mesa Sanitation District) agree to the following terms: 1. The following attachments are hereby made a part of this agreement: a. Hourly rate schedule. 2. Scope of work for PDE /SCDS a. Meetings with client and contractor to determine design and program requirements. b. Review existing plans and existing building as -built status via site measurements and detailing and drawings provided by owner and Client c. Research all City code and submittal requirements. d. Prepare schematic design and design drawings for Client review and submittal for City review PDE Los Angeles Office PDE San Francisco Office - h)r�l Rai �h Rnm k�Oy 1 iai 11 . I n a St. ,cl O PDE Total Energy Solutions Electrical Contractors www.pdeinc.com CA Lic. No. CIO 620473 e. Based on approved schematic design, PDE /SCDS will prepare Design Development and Construction drawings and documents for bidding and client review and approval i. Floor plans, Elevations, Sections, schedules, and Details f. PDE /SCDS will assist client in processing the plans with the City for departmental review and permits. g. PDE /SCDS will provide Mechanical, Electrical and Structural design for this project. h. PDE /SCDS will be available during construction to respond to requests for information (RFI) and change orders and to visit the site (Limited to (2) site visits) PDE /SCDS will NOT provide structural design for building retrofit, truss design or clear span design or seismic upgrade as may be required by local agencies. 3. Fees to PDE are provided at a firm fixed price for this project: L Total fees $50,751.00 1. Architectural Fees $8,250.00 2. Structural Fees $3,245.00 3. Mechanical Fees $19,965.00 4. Electrical Fees $9,580.00 5. Construction Admin $9,531.00 ii. Blueprints and copies are reimbursable costs and not part of the base contract. (PDE will submit billing for reprographics as a reimbursable cost during monthly billing or we will send direct to an account of your choice) b. Invoices will be billed monthly unless other arrangements are requested by client. 4. PDE gives no estimate or guarantee of construction cost for the project. Estimates for construction will be the responsibility of CLIENT. 5. To the fullest extent permitted by law, CLIENT agrees to limit PDE's liability for client damages to 100% of fees paid to PDE. This limitation shall apply regardless of the cause of action or legal theories plead or asserted. 6. Any changes made to the plans after approval of design drawings (signed by owner) will constitute a change and shall be billed over and above the fee schedule mentioned above at our hourly rates described in the attachment. 7. This written contract is the complete agreement between Owner and PDE. Either party may terminate this agreement upon 14 days written notice. All fees will be paid to date of termination. 8. Any disputes between PDE and Owner that cannot be resolved between the two parties will be settled by Non - Binding Mediation unless another method of settlement is agreed upon by both parties. 9. If there is no activity on the tasks of this project for any 6 month period, then this agreement would be PDE Los Angeles Office PDE San Francisco Office 4) 711 B,ll r n I I'au r l l? 2 0 . I , SP ® PDE Total Energy Solutions Electrical Contractors www.pdeinc.com CA Lic. No. CIO 620473 automatically terminated and further work would be completed under a new and separate agreement between PDE and Owner. 10. Additional work or services not specifically mentioned in this proposal shall be billed at the hourly rate established in this contract, and by mutual consent of SCDS and Client. 11. OWNER/TENANT shall provide the SCDS with a legal description of the property, a survey, documents describing soil conditions, topography, easements and restrictions, and local restrictions, including, but not limited to Owner's Association requirements, and local municipal ordinances, when required for the design of the project. 12. Owner shall not hold PDE liable for any damages, fees, loss of wages or costs incurred from failure to provide Plan Check drawings to the local agencies or acquire a Building permit. If client decides to proceed with the work represented in the SCDS /PDE drawings without plan check or acquisition of a building permit, SCDS cannot be held responsible for such action as PDE /SCDS does not endorse or recommend such action. Additional fees will apply if SCDS is asked to provide plan check or permit drawings after the fact. 13. The following items will be paid directly by CLIENT or as a reimbursable expense to PDE and are not included in the maximum fee per item #3 above. Reimbursable items to PDE will be billed at cost plus 15 %. a. Client changes to previously approved and completed work. b. Changes to project scope of work. c. City filing and permit fees. d. Reproduction of drawings, documents and photos (Reimbursable cost) e. Interior Design by ASID registered professional Landscape Design g. Exterior hardscape or irrigation. h. Grading, drainage, street improvement plans. i. Exterior Design and remodel of existing building j. Soils report, geotechnical and surveying. k. Any specialty engineering or studies requested or required by CLIENT or the City. I. As -built drawing and document up- dating after completion. Attachment -A Hourly Rate Schedule Principal Architect $150.50 Managing Principal $ 92.50 Senior CAD tech -1 $ 88.25 CAD Tech -2 $ 75.50 Clerical $ 62.25 PDE Los Angeles Office PDE San Francisco Office I, I: "'1hi,r-be =1 O PDE Total Energy Solutions Electrical Contractors Attachment B Schedule: Preliminary Design 2 weeks Construction Docs and Details 4 weeks Plan Check 4 -6 weeks Corrections 2 weeks These timelines are estimates and are not firm fixed dates. agency timelines. www.pdeinc.com CA Lic. No. C10 620473 We cannot be responsible for the City or other Payment Terms: Net 30 days on all invoices Progress invoicing to be on the 30th day of each month Interest of 1 1/2 percent per month, compounded daily, applies to all outstanding invoices. Material to be invoiced at time of purchase regardless if onsite Termination: This contract may be terminated by either party for convenience with 30 days' written notice, or for cause within seven days' written notice. The project may be suspended by the client with 30 days' written notice. In the event of suspension or cancellation for convenience, the Client shall pay all expenses incurred prior to the date of the notice. Exclusions: 1. Submittal to the County of Orange 2. Meetings with the County of Orange 3. Plan check fees 4. Owner of property requested renditions Please feel free to contact us should you have any questions or comments regarding this matter. Sincerely, Dan Cohee Senior Project Manager PDE Los Angeles Office 7n e_11 l ill' F PDE San Francisco Office 4 it