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HomeMy WebLinkAboutMASTER AGREEMENT Domenichelli 2021 0126E CONSULTANT agrees to comply with the schedule as set forth in each Task Order, and to provide Services in a timely manner to allow DISTRICT's project(s) to be constructed as planned by DISTRICT. C. CONSULTANT shall provide DISTRICT with a review of the budget amount when 75% of the Cost Ceiling of each Task Order has been expended. CONSULTANT shall be entitled to reallocate costs among subtasks within a Task, DISTRICT shall have the right to transfer Tasks and costs within the same or other Task Order(s), M IT 111111TI 9 rJ 011 1101 W, IN I ff'' I I 1 8 . �=04111 11 1 M10114 M I I . I 117TIMMMIlge to Me 117,11101 d1lu bridn ve Indue M Titilly, uateu, awo, appenw�j Task Order. If` agreed upon at the time of request for Additional Services. The estimated amount of compensation for Additional Services will be determined at the time the Additional Services are -equested, ADISTRICT shall furnish to or make available for examination by CONSULTANT, as it may request, all data and information which DISTRICT may have available, and CONSULTANT may rely upon Such data and information developed exclusively by DISTRICT in the performance of CONSULTANT's services. E DISTRICT shall secure and pay for all permits and licenses (other than permits and licenses under any patent or invention) and furnish all deposits and bonds necessary in connection with the Projects, except licenses required to permit CONSULTANT to do business at the place where its services are to be performed, CONSULTANT will assist DISTRICT in procuring necessary licenses or permits if required by DISTRICT to do so. CIn order that DISTRICT may meet its obligations with respect to the technical quality of the services to be performed under this Master Agreement, the services performed by CONSULTANT under this Agreement shall be under the general supervision and direction of the DISTRICT's General Manager/Engineer (DISTRICT REPRESENTATIVE), who shall be Mr. John A, Thiel, P.E., M.B.A. CONSULTANT and its officers, employees, agents, affiliates, and subcontractors shall act in complete harmony and coordination with the DISTRICT REPRESENTATIVE. The DISTRICT REPRESENTATIVE shall keep in touch with the CONSULTANT during the duration of the Task Orders and shall be the authorized medium of communication for and with District matters pertaining thereto. DISTRICT REPRESENTATIVE may from time to time delegate any or all of his supervisory responsibility to appropriate staff members, and the DISTRICT shall so inform CONSULTANT before the effective date of each such delegation. ARTICLE 111. - RESPONSIBILITIES OF CONSULTANT A. In rendering the professional services, CONSULTANT is an independent contractor, the DISTRICT being interested only in the result obtained, and the manner and means of conducting such professional services will be under the sole control of CONSULTANT, except that nothing herein shall be deemed to negate DISTRICT's right to direct the nature of the Services requested and to direct the work in terms of timing and coordination with the Projects. B, CONSULTANT shall secure approval of DISTRICT prior to executing contracts with subcontractors and prior to retaining subcontractors for any portionof services for DISTRICT. C, CONSULTANT shall be as fully responsible to DISTRICT for the negligent acts, errors, and/or omissions of its subcontractors, as it is for the negligent acts, errors and/or omissions of persons directly employed by it. CONSULTANT will be responsible for review and billing accuracy and for the direct payment for Services completed or equipment/materials supplied by all of its subcontractors. Nothing contained in the Agreement shall create any contractual relationship between any subcontractor and DISTRICT, E. Indemnification I CONSULTANT shall perform Services in a manner commensurate with prevailing professional standards of qualified and experienced personnel in CONSULTANT'S field. 2, CONSULTANT agrees to defend, indemnify and hold DISTRICT and each of its officers, employees, agents and representatives harmless from any claims, damage, liability or costs (including reasonable attorney's fees and costs of defense) stemming from Services under this Agreement to the extent such claims, damage, liability or costs are caused by CONSULTANT'S negligence, recklessness or willful misconduct or by the negligence, recklessness or willful misconduct of CONSULTANT'S subconsultants, agents, or anyone acting on behalf of or at the direction of CONSULTANT. MMW -71 - "Molff"11"TOW acting on behalf of or at the direction of the DISTRICT. this tgreement. Insurance: The following are the basic requirements that CONSULTANT shall be responsible for at CONSULTANT's sole cost and expense, and for the full term of this Agreement and before commencement of services hereunder: M1.71106171101#1 itTRIlusITTRes anu Mose oi IM M-Muntlautuls M accoluanc 'aws of the State of California. 2, CONSULTANT shall carry or require that there be carried Commercial Liabilitv Insurance including Efqpg!��.ae Insurance in an amount not less than $5,000,000 per occurrence. Consultant shall carry or require that there be carried Automobile Liabi Insurance in an amount not lesvthan $1,000,000 combined single limit for non -owned and hired vehicles. If CONSULTANT acquires a company -owned automobile, additional automobile coverage will be required. 3, CONSULTANT shall carry Errors and Ornissions Insurance in an amount not less than $5,000,000 with a deductible of not more than $500.000 for the life of the Agreement which shall include one year beyond completion of Services. Before commencing services, CONSULTANT shall submit evidence of the coverage required to DISTRICT for review and approval. All such coverage shall be subject to approval by DISTRICT; approval of which shall not be unreasonably withheld. Such insurance shall be carried with financially responsible insurance companies, licensed State of California, and approved by DISTRICT; approval of which shall not be unreasonably withheld. Evidence of coverage shall insure that such policies will not be canceled without 30 days prior written notice to DISTRICT. Commercial Liability policies, including Automobile Coverage and Property Damage Insurance, shall name DISTRICT, its officers, officials, volunteers, and employees as.Additional InSUred and as such persons, shall be EdM coverage, IVRW RWW 'Out IT-tf "Tf, MT'tf NOW 11, No WIN of whether or not the DISTRICT has received a waiver of subr gation endorsement from the insurer. 141#1M all the requirements stated herein, and the DISTRICT shall be named as an additional 4 8. The District reserves the right to modify insurance requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. G. CONSULTANT shall comply with all applicable laws, ordinances and codes of the Federal, State of California, and local governments, CONSULTANT shall hold DISTRICT harmless with respect to any damages to the extent arising from any tort committed in the performance of any of the services embraced by this AGREEMENT due to CONSULTANT's negligence, K CONSULTANT is responsible for the health and safety of its employees, subconsultants, agents or anyone working on behalf or direction of CONSULTANT in the course of Services. CONSULTANT shall ensure that its employees, subconsultants, agents or anyone working on behalf of or under the direction of CONSULTANT shall have experience and knowledge of Federal, State and local Health and Safety regulations and requirements. CONSULTANT and its associates and employees involved in projects covered under this Master *W-P-W �11441 direct or indirect, during the term of this Agreement which would conflict in any manner or degree with the performance of services required under this Agreement. "i CONSULTANT will name the supervisory and staffing levels in the performance of CONSULTANT's services for each Task Order, CONSULTANT shall not replace supervisory or staffing levels without the prior written consent of DISTRICT. In the event a change is required UY reason of resignation or similar circumstance, DISTRICT shall not deny consent to a change, but shall have the right to review and approve or disapprove the particular person proposed as a replacement, Any proposed replacement shall have substantially the same experience and qualifications as the person being replaced, K CONSULTANT shall furnish, at its own expense, all labor, materials, equipment, tools, transportation and services necessary for the successful completion of the services to be performed under this Agreement. CONSULTANT shall give its full attention and supervision to the fulfillment of the provisions of this Agreement and each Task Order by its employees and subcontractors and shall be responsible for the timely performance of the Services required by this Agreement, IMMY11111 1 ii n le to time to ascortam whether the Services of CONSULTANT are being performed in accordance with this Agreement, All work done and materials furnished shall be subject to final review and approval by DISTRICT. DISTRICT's review and approval of the Services shall not, however, relieve CONSULTANT of any of its obligations under this Agreement, K The DISTRICT participates in the CalPERS retirement system. It is the responsibility of CONSULTANT to ensure that staff working on DISTRICT projects and receiving CalPERS pension benefits do so in accordance with CalPERS rules and regulations. DISTRICT shall incur no cost associated with pension benefits of a person receiving pension benefits from CaIPERS, X CONSULTANT is employed to render profes5ional services only, and any payments made to it compensation only for such Services as it may render and recommendations it may make in carrying out the Services. CONSULTANT shall submit to DISTRICT an estimate of costs for the authorized Task Order, Said estimate shall include a breakdown of estimated job classification with corresponding man hours, hourly rate, and estimated fee, together with estimated expenses. Upon approval by DISTRICT, said total estimate shall become a Cost Ceiling, and total compensation for said Services shall not exceed said amount without further authorization by DISTRICT. DISTRICT shall be obligated to pay only such hourly rates and expenses as are actually incurred by CONSULTANT subject to the Cost Ceiling, The rates of compensation in the Task Order are agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Services contained therein, of CONSULTANT, then all rates, measures and amounts of compensation provided in the Task Order shall be subject to equitable, negotiated adjustment, but not otherwise, B, DISTRICT agrees to pay CONSULTANT for and in consideration of the faithful performance of all services and duties set forth in this Master Agreement and subsequent Task Orders, and agreed to be performed by CONSULTANT. CONSULTANT agrees to accept payment from DISTRICT as and for full compensation for the faithful performance of all said services and duties as the amount set forth for consulting services for each Task Order, C, The DISTRICT will not approve any additional compensation unless a change in the scope of the Services has occurred due to conditions that the parties could not have reasonably anticipated at the time entering into this Agreement. CONSULTANT shall notify DISTRICT immediately if the scope of services under the lump sum Task Order is changed substantially, as required in Article 1, Paragraph D, DCONSULTANT shall submit to DISTRICT a monthly, itemized invoice for services completed during the preceding month. The invoice should also include the purchase order number and task order number for each Task Order, Payment by DISTRICT to CONSULTANT shall be made within 45 days after receipt and approval by DISTRICT of CONSULTANT's hereinabove described invoice. E Should the DISTRICT dispute any portion of any bill, the DISTRICT shall pay the undisputed portion within the time frame stated above and, at the same time, advise the CONSULTANT in writing of the disputed portion. The DISTRICT shall promptly notify CONSULTANT of the dispute and request clarification and/or remedial action, After any dispute has been settled, CONSULTANT shall provide a special invoice that accounts for the resolution of the disputed item. 17The costs for professional services and direct expenses shall be in accordance with the rates and amounts set forth in the applicable Task Order, In addition, the DISTRICT reserves the right to request from the CONSULTANT a breakdown of costs associated with the rates for professional services, including but not limited to direct salary, total overhead, and profit. 6 G, CONSULTANT shall be solely responsible for the payment of all federal, state or local income tax, social security tax, worker's compensation insurance, state disability insurance and any other taxes or insurance which CONSULTANT is responsible for paying as an independent contractor under federal, state or local law, CONSULTANT shall procure and maintain all licenses necessary for the performance of the Services, all at the sole cost of CONSULTANT. All of the above shall not be reimbursable under the Agreement. A. Any Services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement. BNotice to Proceed - CONSULTANT will not begin services on any Task Order until DISTRICT directs it in writing to proceed. C. Submittal of Work Product and Written Notice - All reports and documents which CONSULTANT is required to furnish to DISTRICT (Work Product) and any other writing which CONSULTANT desires to give DISTRICT shall be dellmed to DISTRICT or by depositing same in the United States mail, postage prepaid, addressed to: General Manager South Tahoe Public Utility District 1275 Meadow Crest Drive South Lake Tahoe, CA 96150 Brownstein Hyatt Farber Schreck, LLC Carrillo Street Santa Barbara, CA 93101-2782 Any notices or other writing which DISTRICT desires or is required to give or furnish to *# +#VW*" ME8-Ve&WFA1W V1 itMMqJal W811rV 176&i111*41 TdWr& 'n the United States mail, postage prepaid, addressed to: Domenichelli &Associates, Inc. 5180 Golden Foothill Parkway, Suite 220 El Dorado Hills, CA 95762 I "M Lqrdl 01:4441mily a 1-M, D. Ownershio of Documents - All documents prepared by CONSULTANT and required to be furnished to DISTRICT in electronic and hard copy format, shall be the property of DISTRICT after payment to CONSULTANT, All electronic documents shall be provided to the District in an editable format. Any use of Work Product for other projects and/or any use of uncompleted documents without specific written authorization from CONSULTANT will be at DISTRICT's sole risk and without liability or legal exposure to CONSULTANT and DISTRICT shall indemnify and hold harmless CONSULTANT from all claims, damages, losses and expenses, including attorney's fees arising out of or resulting therefrom. 7 EAudit of CONSULTANT's Records - The books, papers, records, and accounts of CONSULTAN or any other consultants retained by CONSULTANT insofar as they relate to charges for servic or are in any way connected with the work herein contemplated, shall be open at all reasonable times to inspection and audit by the agents and authorized representatives of DISTRICT. Said records shall be retained for a minimum of five (5) years after completion of services on the individual Task Orders. I F. Discrimination ' - During the term of this Agreement, CONSULTANT agrees in accordance with Section 1735 of the Labor Code of the State of California not to discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, sex, or marital status, CONSULTANT will take affirmative action to the limits prescribed by law to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical handicap, medical condition, sex, or marital status. G. Assionment - Neither party shall assign any interest in this Agreement, nor transfer any interest in the same (whether by assignment or navation), without the prior written consent of the other par�ly; provided, however, that claims for money due or to become due CONSULTANT from DISTRICT under this Agreement may be assigned to a bank, trust company or other financial institution without such approval, Notice of any such assignmpnt or transfer shall be furnished promptly to DISTRICT. n. Attornev's Fees - If any legal proceeding is brought to enforce or interpret the provisions of the M Agreement, the prevailing party shall be entitled to recover actual attorneys'fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys' fees award shall be made as to fully reimburse for all attorneys', paralegal and experts' fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneysparalegal and experts' fees, costs and expenses paid or incurred in good faith. Confidential Information - During and after the term of this Agreement, CONSULTANT shall not, Crectly #r i4irectly, Yse, exAltit, iiscltse *r ige *e, excedt ai•rtpriatG& ra-,Ims6ntati%,8��, of DISTRICT, any of CONSULTANT'S engineering Work Product, except as otherwise authorized with DISTRICT's express consent. Authorization - All officers and individuals executing this and other documents on behalf of the execute said documents on behalf of the entities indicated, K Time of the Essence, Time is of the essence in the performance of this Agreement and each Task Order. Any breach of any time deadline or schedule by CONSULTANT is agreed by the parties to be a material breach of this Agreement, providing DISTRICT with termination rights under this Agreement, in addition to its rights to recover damages, regular, consequential or otherwise. The failure on the part of CONSULTANT to perform the Services within such time deadline or schedule when such failure is caused by acts beyond the control of CONSULTANT shall not be considered a breach of this Agreement and CONSULTANT shall be entitled to an extension of such time deadline or schedule accordingly, MINIBOOM 1\ Material breach Ufthis Agreement, Task Order n[Task b«CONSULTANT; 21 Cessation ofCONSULTANT k)belicensed, aurequired bylaw; 3) F@|iU[e Of CONSULTANT to substantially comply with any applicable federal, ytate0l local law 8rregulation; 4) Filing by or against CONSULTANT of any petition under any law for the relief nfdebtors; and, ' 5) Conviction of CON8ULTAN7o principal representative or personnel of any crime other than minor traffic offenses. CIn the event the Master Agreement or subsequent Task Order(s) are terminated in whole or in part, CONSULTANT is to be fairly compensated for all approved Services performed under the terminated Task Order as of the termination date, provided that the total amount of compensation paid to CONSULTANT does not exceed the Cost Ceiling set forth in the Task Order, and provided that the CONSULTANT delivers to the District all Work Product due for the Services completed through the termination date, D. Upon receipt of a Termination Notice by CONSULTANT from DISTRICT, an equitable adjustmen! shall be negotiated to provide payment to CONSULTANT for termination settlement costs reasonably incurred by CONSULTANT relating to obligations and commitments as a result of entering into this Master Agreement and the affected Task Order, Upon receipt of a Termination Notice, CONSULTANT shall (1) promptly discontinue all services affected (unless the Notice directs otherwise), and (2) deliver or otherwise make available to DISTRICT, copies of data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by CONSULTANT in performing the services under the affected Task Order. ARTICLE TI1. — DISPUTES A. All disputes arising out of or relating to this Agreement or subsequent Task Orders, or the professional services rendered hereunder, shall be determined by arbitration in El Dorado County, California, before a sole arbitrator, in accordance with the laws of the State of California. a] I IMANA-1411111 U-14 Oil 0111YAL" 1110111 IN 111, C. Costs and attorneys fees in said arbitration shall be borne in accordance with the terms set forth in Article V.H., above. ARTICLESEVERABILITY AND WAIVER A, If any provision of this Agreement is held to be invalid and unenforceable, the remainder of this Agreement shall be valid and binding upon the parties, provided that the remainder of the Agreement can be interpreted to give effect to the intentions of the parties. BAny waiver at any time by either is hereto of its rights with respect to a breach or default, or any other matter arising in connection with this Agreement, shall not invalidate this Agreement or be deemed to be a waiver with respect to any subsequent breach, default or matter. ARTICLE IX - ENTIRE AGREEMENT A. This Master Agreement and the subseqVent Task Orders contain the entire understanding betwe the parties with respect to the subject matter herein. This Agreement may not be amended exce pursuant to a written instrument signed by all parties. 1 This Master Agreement is to be binding on the heirs, successors, and assigns of the parties heret and is not to be assigned by either party without first obtaining the written consent of the other party, subject to the terms of Article V.G, I CThe term of this Agreement shall commence upon the date first written above and shall continue in full force and effect for a period no longer than 10 years, unless sooner terminated as provided herein. Any subsequent Task Orders that are scheduled to exceed the aforementioned duration shall require that this Agreement be renegotiated and executed prior to adoption of the Task Order, IN WITNESS WHEREOF, the parties hereto each herewith subscribe the same in duplicate on the effective d 1, ov e, John A. Thiel, P.E., M,B,A., General Manager/Engineer South Tahoe Public Utility District ATTES A4n -ut MelonieGutli ' Clerk of carc X#T1W1MjMIK-2MRJM� By Jqsph Domenichelli, P.E., President 10