HomeMy WebLinkAbout2025-01-14; City Council; 07; Amendment No. 2 to the Professional Services Agreement with Carollo Engineers, Inc., to Extend the Agreement Term for the Carlsbad Boulevard Water and Sewer ImprovementsCA Review GH
Meeting Date: Jan. 14, 2025
To: Mayor/President and City Council/Board Members
From: Geoff Patnoe, City Manager/Executive Manager
Staff Contacts: Dave Padilla, Utilities Assistant Director/District Engineer
dave.padilla@carlsbadca.gov, 442-339-2356
Sean Diaz, Utilities Senior Engineer
sean.diaz@carlsbadca.gov, 442-339-2350
Subject: Amendment No. 2 to the Professional Services Agreement with Carollo
Engineers, Inc., to Extend the Agreement Term for the Carlsbad
Boulevard Water and Sewer Improvements at Terramar Project
District: 2
Recommended Actions
1.Adopt a Carlsbad Municipal Water District Board of Directors resolution authorizing
execution of Amendment No. 2 to the professional services agreement with Carollo
Engineers, Inc. to extend the agreement term for the Carlsbad Boulevard Water
Improvements at Terramar Project.
2.Adopt a City Council resolution authorizing execution of Amendment No. 2 to the
professional services agreement with Carollo Engineers, Inc. to extend the agreement term
for the Carlsbad Boulevard Sewer Improvements at Terramar Project.
Executive Summary
The water and sewer mains along Carlsbad Boulevard north and south of Cannon Road and on
Cannon Road from Carlsbad Boulevard to just east of the railroad tracks were installed between
1958 and 1971. These pipelines need to be replaced or rehabilitated to ensure the reliability of
the water and wastewater systems, and compliance with current city and Carlsbad Municipal
Water District, or CMWD, design and construction standards.
The project will abandon or remove 7,600 feet of potable water distribution mains, construct
5,000 feet of new water mains and replace and/or rehabilitate 1,500 feet of sewer mains and
access holes. The project is now in construction with an anticipated completion date of
Oct. 14, 2025.
The CMWD Board and the City Council approved a professional services agreement with Carollo
Engineers, Inc. for engineering services to design the project on Jan. 18, 2022, through CMWD
Board Resolution No. 1669 and City Council Resolution No. 2022-021, respectively. The term of
the agreement now needs to be extended to provide the necessary services through the end of
the project’s construction. The cost to the city will not change.
Jan. 14, 2025 Item #7 Page 1 of 11
Staff request the CMWD Board and the City Council’s approvals of Amendment No. 2 to the
agreement to extend the term for an additional year with an additional one-year extension if
authorized by the Executive Manager and the City Manager.
The CMWD Board and the City Council’s authorizations are required to amend an agreement to
extend the term beyond the time extensions delegated to the Executive Manager and the City
Manager in CMWD Board Resolution No. 1669 and City Council Resolution No. 2022-021,
consistent with the requirements of the Carlsbad Municipal Code Section 3.28.040(D)(3).
Explanation & Analysis
The professional services agreement with Carollo Engineers, Inc. to provide engineering design
services on the project was in an amount not to exceed $478,385. This previously approved
not-to-exceed cost will remain unchanged.
During the project’s design phase, the permitting efforts required by the coastal development
permit process extended beyond the originally anticipated schedule. The City Manager and the
Executive Manager had the delegated authority to extend the original agreement term for one
additional year, based on Carlsbad Municipal Code Section 3.28.040(C)(8). The City Manager
and the Executive Manager did so on Nov. 20, 2023, approving Amendment No. 1 to the
agreement, which extended the term until Jan. 18, 2025.
A notice to proceed with construction was issued to the construction contractor on Aug. 29,
2024, for a contract duration of 280 working days. The project’s anticipated contract
completion date is Oct. 14, 2025.
Extending the professional services agreement with Carollo Engineers by one year, to Jan. 18,
2026, will provide construction phase support engineering services until the project is
completed with additional time in the event of any unanticipated construction delay.
The Executive Manager and the City Manager would have the authority to amend the
agreement to extend the agreement for one additional year if necessary.
Fiscal Analysis
The project is funded by Capital Improvement Program Project Nos. 5048 and 5503-20, and
sufficient funds are available for the work. The cost of the design services is not to exceed
$355,945 for the potable water improvements and $122,440, for the sewer improvements.
Amendment No. 2 will not increase the total agreement amount of $478,385.
The construction contract and all construction phase inspection and support services required
for project completion have been set aside within the budget.
Next Steps
Execution of Amendment No. 2 will allow for completion of engineering construction phase
services for the project. If authorized by the CMWD Board and the City Council, staff will
continue to work with Carollo Engineers, Inc. to support completion of the project construction,
which is anticipated to be on Oct. 14, 2025.
Environmental Evaluation
In accordance with the California Environmental Quality Act procedures and CEQA Guidelines
Section 1508 through 15097, a program environmental impact report (State Clearinghouse No.
Jan. 14, 2025 Item #7 Page 2 of 11
2012021006) was certified by the City Council on Nov. 13, 2012, for the Sewer and Water
Master Plans. The master plans were updated in 2019 and 2022. On Sept. 20, 2023, the
Planning Commission adopted Resolution No. 7493, to approve a third addendum to the
program environmental impact report for the Sewer and Water Master Plan. Therefore, no
further environmental analysis is required.
Exhibits
1. Carlsbad Municipal Water District Board of Directors resolution
2. City Council resolution
3. Location map
Jan. 14, 2025 Item #7 Page 3 of 11
RESOLUTION NO. 2025-006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF AMENDMENT NO. 2 TO THE
PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO ENGINEERS, INC.
TO EXTEND THE AGREEMENT TERM FOR THE CARLSBAD BOULEVARD
SEWER IMPROVEMENTS AT TERRAMAR PROJECT
WHEREAS, on Jan. 18, 2022, the City Council adopted Resolution No. 2022-021, approving an
Agreement with Carollo Engineers, Inc. to provide engineering design services for the Carlsbad
Boulevard Sewer Improvements at Terramar Project, Capital Improvement Program Project No. 5503-
20, in an amount not to exceed $122,440; and
WHEREAS, on Nov. 20, 2023, the City Manager approved Amendment No. 1, which extended
the term of the Agreement for a period of one year ending on Jan . 18, 2025; and
WHEREAS, the notice to proceed with construction was issued to the construction contractor
on Aug. 29, 2024, for a contract duration of 280 working days, and the project is currently under
construction with an anticipated construction contract completion date of Oct. 14, 2025; and
WHEREAS, staff desire to extend the agreement term for one year, until Jan . 18, 2026, with an
additional one-year extension if authorized to allow for completion of project construction, with the
total not-to-exceed Agreement amount unchanged; and
WHEREAS, the budget for the project is sufficiently funded for the scope of work and there are
no additional costs related to this Agreement amendment; and
WHEREAS, the execution of Amendment No. 2 is within the scope of the adopted environmental
studies and no further environmental study is required to comply with the California Environmental
Quality Act, under CEQA Guidelines Section 15162-15164.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That Amendment No. 2 to the Agreement with Carollo Engineers, Inc., for the project is
approved (Attachment A to CMWD Resolution No. 1754).
3. That the Executive Manager is hereby delegated the authority to extend the term for
one (1) additional one (1) year, on behalf of the City of Carlsbad.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 14th day of January 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, SHIN.
NONE.
NONE.
NONE.
KEITH BLACKBURN, Mayor
RESOLUTION NO. 1754
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT, AUTHORIZING EXECUTION OF AMENDMENT
NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO
ENGINEERS, INC. TO EXTEND THE AGREEMENT TERM FOR THE CARLSBAD
BOULEVARD WATER IMPROVEMENTS ATTERRAMAR PROJECT
WHEREAS, on Jan. 18, 2022, the Carlsbad Municipal Water District, or CMWD, Board adopted
Resolution No. 1669, approving an Agreement with Carollo Engineers, Inc. to provide engineering
design services for the Carlsbad Boulevard Water Improvements at Terramar Project, Capital
Improvement Program Project No. 5048, in an amount not to exceed $355,945; and
WHEREAS, on Nov. 20, 2023, the Executive Manager approved Amendment No. 1, which
extended the term ofthe Agreement for a period of one year ending on Jan. 18, 2025; and
WHEREAS, the notice to proceed with construction was issued to the construction contractor
on Aug. 29, 2024, for a contract duration of 280 working days, and the project is currently under
construction with an anticipated construction contract completion date of Oct. 14, 2025; and
WHEREAS, staff desire to extend the agreement term for one year, until Jan. 18, 2026, with an
additional one-year extension if authorized to allow for completion of project construction, with the
total not-to-exceed Agreement amount unchanged; and
WHEREAS, the budget for the project is sufficiently funded for the scope of work and there are
no additional costs related to this Agreement amendment; and
WHEREAS, the execution of Amendment No. 2 is within the scope of the adopted environmental
studies and no further environmental study is required to comply with the California Environmental
Quality Act, under CEQA Guidelines Section 15162-15164.
NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of Directors
of the City of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the President of the Board is hereby authorized and directed to execute Amendment
No. 2 to the Agreement with Carollo Engineers, Inc. for the project (Attachment A).
3. That the Executive Manager is hereby authorized to amend the Agreement to extend the
term for one (1) additional one (1) year period or parts thereof.
PASSED, APPROVED AND ADOPTED at a Special Meeting of the Carlsbad Municipal Water
District Board of Directors of the City of Carlsbad on the 14th day of January 2025, by the following
vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, SHIN.
NONE.
NONE.
NONE.
KEITH BLACKBURN, President
Docusign Envelope ID: FF619391-7993-43B4-B50F-C9BA4F77EDD8
PSA22-1735UTIL
AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR CARLSBAD BOULEVARD WATER & SEWER
IMPROVEMENT SERVICES AT TERRAMAR
CAROLLO ENGINEERS, INC.
This Amendment No. 2 is entered into and effective as of the / 4th day of
2025, extending the agreement dated January 19, 2022, (the
"Agreement") by an ween 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, California ("CMWD"),
and Carollo Engineers, Inc., a Delaware corporation ("Contractor") (collectively, the "Parties") for
Engineering Design Services for Water & Sewer Improvements at Terra mar.
RECITALS
A. On November 20, 2023, the Parties executed Amendment No. 1 to the Agreement to
extend the Agreement one (1) year; and
B. The Parties desire to extend the Agreement for a period of one (1) year with the option to
extend and fund the Agreement for one (1) more additional year and to the amend the indemnification
obligation in the Agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
CMWD and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby extended for a
period of one (1) year ending on January 18, 2026 . The Executive Manager may amend the Agreement to
extend it for one (1) additional one (1) year period or parts thereof.
2. Section 10 "INDEMNIFICATION" of the original Agreement is hereby deleted in its entirety
and replaced as follows:
Contractor agrees to defend (with counsel approved by CMWD), indemnify, and hold harmless
CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and
volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out
of the performance of the work described herein caused by any negligence, recklessness, or willful
misconduct 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.
If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's
performance as a "design professional" (as that term is defined under Civil Code section 2782 .8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
final adjudication by a court of competent jurisdiction. Contractor's liability for such claim, including the
cost to defend, shall not exceed the Contractor's proportionate percentage of fault.
The parties expressly agree that any payment, attorneys fee, costs or expense CMWD or the City
of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self-administered
General Counsel Approved Version 5/22/2024
1
Docusign Envelope ID: FF619391-7993-43B4-B50F-C9BA4F77EDD8
PSA22-1735UTIL
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.
3. All other provisions of the Agreement, as may have been amended from time to time,
shall remain in full force and effect.
4. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this Amendment.
5. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment.
[signatures on following page]
General Counsel Approved Version 5/22/2024
2
Docusign Envelope ID: FF619391-7993-43B4-B50F-C9BA4F77EDD8
CONTRACTOR
CAROLLO ENGINEERS, INC., a Delaware
corporation
By:
(sign here)
Jeffrey Weishaar, Associate Vice-President
(print name/title)
By:
(sign here)
(print name/title)
PSA22-1735UTIL
CARLSBAD MUNICIPAL WATER DISTRICT, a
Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of
the City of Carlsbad
By: ~
KEITH BLACKBURN, President
ATTEST:
C1Mx1o=!?~ ty,--SHERRY FREISINGER, Board Secretary
If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached . .!i..2
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,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, General Counsel
By: ---~-IAA--~--~---
Assistant General Counsel
General Counsel Approved Version 5/22/2024
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LOCATION MAP
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EXHIBIT6NUMBER
PROJECT NAME
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SEWER LINE IMPROVEMENTS AT TERRAMAR 5503-20
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Exhibit 4
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Exhibit 3