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Home My WebLink About2025-01-14; Municipal Water District; Resolution 1754RESOLUTION 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 3