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HomeMy WebLinkAboutDudek; 2014-08-18;AMENDMENT NO. 4 TO EXTEND AND AMEND AGREEMENT FOR 1-YEAR MAINTENANCE, MONITORING AND REPORTING SERVICES FOR THE LAKE CALAVERA PRESERVE BOARDWALK TRAILS WETLAND MITIGATION AND RESTORATION SITES DUDEK/HABITAT RESTORATION SCIENCES mendment No. 4 is en.tered into and effective as of the ..;;{·tk-J day of _ __;::--.L..1.,A,--.~'""'"""-------' 20JE extending and amending the agreement dated August 18, 2014 (the· ement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dudek, a alifomia corporation, ("Contractor") (collectively, the "Parties") for maintaining, monitoring and reporting services for native habitat restoration. RECITALS A On August 5, 2015, the Parties executed Amendment No. 1 to extend and fund the Agreement for maintaining, monitoring and reporting services for native habitat restoration; and B. On June 13, 2016, the Parties executed Amendment No. 2 to extend and fund the Agreement for maintaining, monitoring and reporting services for native habitat restoration; and C. On July 21, 2017, the Parties executed Amendment No. 3 to extend and fund the Agreement for maintaining, monitoring and reporting services for native habitat restoration; and D. The Parties desire to alter the Agreement's scope of work to address habitat restoration maintenance and monitoring services necessary for year five of a five-year maintenance and monitoring program for the Lake Calavera Preserve Boardwalk Trails Wetland Mitigation/Restoration Project; and E. The Parties desire to extend the Agreement for a period of one year; and F. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty thousand dollars ($30,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by August 18, 2019. City Attorney Approved Version 1 /30/13 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 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. CONTRACTOR By: r1'2 (sign here) Josapb Monaco (printPiiifdiftt Dudek By: • Q (3~~;, Secretaay (print '!WlfflMle) ~-13-IS CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ~1'fl1fl.<-J ~BARA ENGLESON // Grty Clerk If required by City, 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, 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: CELIA A. BREWER, City Attorney BY: __ ~-----B? City Attorney City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES Scope of Work: This scope of work addresses habitat restoration maintenance and monitoring services necessary for year five of a five-year maintenance and monitoring program, for the Lake Calavera Boardwalk Trails Wetland Mitigation/Restoration Project. Dudek will continue to provide monitoring services and subcontract maintenance services to Habitat Restoration Sciences (HRS) during this Agreement period. Phase 1: Monitoring Services Dudek will provide monitoring services that includes quarterly monitoring visits and site observation reports to assess the progress of the revegetation areas, and periodic coordination with the City and HRS to assure compliance with the intended long-term maintenance and monitoring program. One quantitative monitoring visit will be conducted to collect data for project evaluation. This data will be used to prepare an annual monitoring report at year end to document the status of the mitigation/re-vegetation efforts in relation to established success standards outlined in the Final Wetland Habitat Mitigation and Monitoring Plan for the Lake Calavera Trails Master Plan Boardwalk Improvement Project (Final Mitigation Plan). Dudek will coordinate with HRS to verify successful completion of the maintenance work and to coordinate any remedial measures that may be necessary throughout the year. Subsequent monitoring beyond this scope of work shall be negotiated with the City prior to commencement of work. To maintain consistency, the format of the annual monitoring report will be like previous reports prepared for the mitigation sites within the Lake Calavera Preserve area. Dudek will coordinate with the City to make modifications to the report that provide additional clarity and/or increase the comprehensive treatment of monitoring information that will be submitted to resource agencies. The report will include representative color photographs of various re-vegetation areas and specific images of selected locations where remedial actions may be needed, or where standards are not being met. To document the habitat establishment over time, photo viewpoints will be from fixed locations showing representative site conditions each year. The report will accurately convey the ~xtent of vegetation establishment and achievement level of success criteria for each mitigation/re-vegetation area. Dudek will electronically submit a draft report to the City for review before distributing to resource agencies. Phase 2: Maintenance Services HRS will provide the annual maintenance program, per the requirements outlined in the Final Mitigation Plan. The maintenance work will include bi-monthly (6) maintenance visits on an as- needed basis, determined by actual site conditions and environmental conditions related to seasonal variations and needs for weeding, fertilizing, pest control, soil moisture, trash and City Attorney Approved Version 1/30/13 3 debris removal, vandalism control, erosion control, etc. No supplemental watering visits are anticipated since watering will occur at scheduled maintenance visits. If replacement plants and seeding are needed to help ensure survival, it is assumed installation will occur in the fall following City approval and field direction from Dudek. Supplemental planting and seeding are beyond this scope of work and shall be negotiated with the City prior to commencement of work. Contingency: A contingency allocation was included for Year Five to provide additional funding for unforeseen remedial maintenance and monitoring work or to address additional project needs. This may include remedial actions associated with additional site disturbances, "Acts of Nature", vandalism, or other damage which may require additional planting, seeding, erosion repairs and/or supplemental maintenance. The use of the contingency must be negotiated and authorized by the City prior to commencement of work. Estimated Fees: Dudek will provide monthly invoices sufficiently detailed to include work completed and costs for approval by City. Phases 1 and 2 will be billed on a time-and-materials basis in accordance with the attached Dudek 2018 Standard Schedule of Charges. Direct/reimbursable costs associated with Phase 1 will be billed at cost plus 10%. Any additional services required or requested shall be negotiated prior to commencement of work. ITEM NO. DESCRIPTION PRICE Phase 1 -Monitoring Services • Four qualitative monitoring visits and reports 1 • One quantitative monitoring visit and annual report $14,900.00 Phase 2 -Maintenance Services • Six maintenance visits 2 $4,900.00 Direct/Reimbursable Costs for Biological Monitoring • Mileage for site visits • Reprographics • Delivery costs 3 • Miscellaneous direct costs $200.00 Additional Services -shall be negotiated with the City prior to commencement of work • Supplemental planting and seeding • Supplemental watering visits • Subsequent monitoring 4 • Subsequent maintenance $10,000.00 TOTAL $30,000.00 Total annual Agreement amount shall not exceed thirty thousand dollars ($30,000) City Attorney Approved Version 1/30/13 4 DUDEK 2018 STANDARD SCHEDULE OF CHARGES ENGINEERING SERVICES Project Director ...................................................................... $275.00/hr Principal Engineer Ill.. ............................................................. $245.00/hr Principal Engineer II .............................................................. $235.00/hr Principal Engineer I ................................................................ $225.00/hr Program Manager .................................................................. $215.00/hr Senior Project Manager ......................................................... $215.00/hr Project Manager ..................................................................... $210.00/hr Senior Engineer Ill ................................................................. $205.00/hr Senior Engineer II ................................................................. $195.00/hr Senior Engineer I .................................................................. $185.00/hr Project Engineer IV/Technician IV ........................................ $175.00/hr Project Engineer Ill/Technician 111. .......................................... $165.00/hr Project Engineer II/Technician II ............................................ $150.00/hr Project Engineer I/Technician 1 .............................................. $135.00/hr Project Coordinator ................................................................ $105.00/hr Engineering Assistant ............................................................ $100.00/hr ENVIRONMENTAL SERVICES Principal ................................................................................. $240.00/hr Senior Project Manager/Specialist II ...................................... $225.00/hr Senior Project Manager/Specialist 1 ....................................... $215.00/hr Environmental Specialist/Planner V1 ...................................... $195.00/hr Environmental Specialist/Planner V ....................................... $175.00/hr Environmental Specialist/Planner IV ...................................... $165.00/hr Environmental Specialist/Planner Ill ...................................... $155.00/hr Environmental Specialist/Planner II ....................................... $140.00/hr Environmental Specialist/Planner I ........................................ $125.00/hr Analyst Ill ............................................................................... $115.00/hr Analyst II ............................................................................... $105.00/hr Analyst I ................................................................................... $95.00/hr Planning Assistant 11 ................................................................. $85.00/hr Planning Assistant 1 .................................................................. $75.00/hr COASTAL PLANNING/POLICY SERVICES Senior Project Manager/Coastal Planner 11 ............................ $220.00/hr Senior Project Manager/Coastal Planner 1... .......................... $210.00/hr Environmental Specialist/Coastal Planner VI ......................... $200.00/hr Environmental Specialist/Coastal Planner V .......................... $180.00/hr Environmental Specialist/Coastal Planner IV ......................... $170.00/hr Environmental Specialist/Coastal Planner Ill ......................... $160.00/hr Environmental Specialist/Coastal Planner II .......................... $150.00/hr Environmental Specialist/Coastal Planner I ........................... $140.00/hr CULTURAL AND PALEONTOLOGICAL SERVICES Senior Project Manager/Archaeologist 11 ................................ $215.00/hr Senior Project Manager/Archaeologist 1.. ............................... $205.00/hr Environmental Specialist/Archaeologist V .............................. $185.00/hr Environmental Specialist/Archaeologist IV ............................. $165.00/hr Environmental Specialist/Archaeologist 111 ............................. $145.00/hr Environmental Specialist/Archaeologist 11 .............................. $135.00/hr Environmental Specialist/Archaeologist 1 ............................... $125.00/hr Environmental Specialist/Architectural Historian 11 ................. $150.00/hr Environmental Specialist/Architectural Historian 1. ................. $125.00/hr Environmental Specialist/Paleontologist II ............................. $165.00/hr Environmental Specialist/Paleontologist 1 .............................. $125.00/hr Paleontological Technician Ill .................................................. $85.00/hr Paleontological Technician II ................................................... $75.00/hr Paleontological Technician I .................................................... $55.00/hr Cultural Resources Technician II ............................................. $75.00/hr Cultural Resources Technician I .... ... ... ...... .. .... ..... . ...... $55.00/hr CONSTRUCTION MANAGEMENT SERVICES Principal/Manager................ ................................ . $195.00/hr Senior Construction Manager ............................................... $180.00/hr Senior Project Manager ......................................................... $160.00/hr Construction Manager ............................................................ $150.00/hr Project Manager ..................................................................... $140.00/hr Resident Engineer ................................................................ $140.00/hr Construction Engineer.................. . .......................... $135.00/hr On-site Owner's Representative ............................................ $130.00/hr Construction Inspector Ill ....................................................... $125.00/hr Construction Inspector II .. . ................................. $115.00/hr Construction Inspector 1 ......................................................... $105.00/hr Prevailing Wage Inspector ..................................................... $135.00/hr DUDEK COMPLIANCE SERVICES Compliance Director .............................................................. $205.00/hr Compliance Manager ............................................................. $145.00/hr Compliance Project Coordinator ............................................. $105.00/hr Compliance Monitor. ................................................................. $95.00/hr HYDROGEOLOGICAL SERVICES Principal .................................................................................. $260.00/hr Principal Hydrogeologist/Engineer ......................................... $240.00/hr Sr. Hydrogeologist IV/Engineer IV ......................................... $225.00/hr Sr. Hydrogeologist Ill/Engineer lll ........................................... $210.00/hr Sr. Hydrogeologist II/Engineer ll ............................................. $195.00/hr Sr. Hydrogeologist I/Engineer l ............................................... $180.00/hr Hydrogeologist VI/Engineer VI .............................................. $160.00/hr Hydrogeologist V/Engineer V ................................................. $150.00/hr Hydrogeologist IV/Engineer IV ............................................... $140.00/hr Hydrogeologist Ill/Engineer Ill ................................................ $130.00/hr Hydrogeologist II/Engineer II .................................................. $120.00/hr Hydrogeologist I/Engineer I .................................................... $110.00/hr Technician .............................................................................. $100.00/hr DISTRICT MANAGEMENT & OPERATIONS District General Manager ....................................................... $185.00/hr District Engineer ..................................................................... $175.00/hr Operations Manager .............................................................. $150.00/hr District Secretary/Accountant ................................................ $100.00/hr Collections System Manager .................................................. $100.00/hr Grade V Operator ................................................................... $100.00/hr Grade IV Operator .................................................................... $90.00/hr Grade Ill Operator .................................................................... $85.00/hr Grade II Operator ..................................................................... $63.00/hr Grade I Operator ...................................................................... $55.00/hr Operator in Training .................................................................. $40.00/hr Collection Maintenance Worker ll ............................................. $60.00/hr Collection Maintenance Worker l. ............................................. $45.00/hr OFFICE SERVICES Technical/Drafting/GADD SeNices 3D Graphic Artist .................................................................... $165.00/hr Senior Designer ...................................................................... $155.00/hr Designer ................................................................................. $145.00/hr Assistant Designer. ................................................................. $140.00/hr GIS Programmer I .................................................................. $180.00/hr GIS Specialist IV. .................................................................... $155.00/hr GIS Specialist Ill ..................................................................... $145.00/hr GIS Specialist II ...................................................................... $135.00/hr GIS Specialist I ...................................................................... $125.00/hr CADD Operator Ill .................................................................. $135.00/hr GADD Operator II ................................................................... $130.00/hr GADD Operator I .................................................................... $115.00/hr CADD Drafter ......................................................................... $105.00/hr GADD Technician .................................................................. $100.00/hr SUPPORT SERVICES Technical Editor Ill .................................................................. $145.00/hr Technical Editor II ................................................................... $130.00/hr Technical Editor I .................................................................... $115.00/hr Publications Specialist Ill ........................................................ $105.00/hr Publications Specialist II ........................................................... $95.00/hr Publications Specialist I ............................................................ $85.00/hr Clerical Administration II .. . ........ .. . . .. ... . .. . . ........ $90.00/hr Clerical Administration 1. ........................................................... $85.00/hr Forensic Engineering -Col-rt appearances. deposijions, and interrogatories as expert witness will be billed al 2.00 limes normal rales. Emergency and Holidays -Minimum charge of lwo hours wiH be billed at 1.75 times the normal rate. Material and Outside Services -SubcontractO<S. rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.15 times the direct cost. Travel Expenses -Mileage al current IRS allowable rates. Per diem where overnight stay is involved is charged al cos! Invoices, Late Charges -All fees will be billed lo Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paKf within 30 days from the date of the invoice Client agrees to pay a monthly late charge equal to 1 % per month of the outstanding balance until paid rn full. Annual Increases -Unless idertified otherwise, these standard rates wil inaease 3% amually. Effective January 1, 2018 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 6/13/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 22~i~cT Allison Andrus License #OK93926 Hall & Company r.~~N~n c .... 360-626-2007 I r:,~ No\: 360-598-3703 A/E Insurance Services io'1fJ~ss: aandrus(Blhallandcompanv .com 19660 10th Ave NE Poulsbo WA 98370 INSURE RCS) AFFORDING COVERAGE NAIC# INSURER A : Zurich American Insurance Company 16535 INSURED 25 Dudek INSURER B: Steadfast Insurance Company 26387 605 3rd Street INSURER C: Encinitas CA 92024 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 2054574066 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE •,.,.,n wvn POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY GL0014631101 8/28/2017 8/28/2018 EACH OCCURRENCE $1,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $ 100.000 X OCP/XCU/BFPD MED EXP (Any one person) $10,000 - X Cross Liability PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000.000 ~ 0 PRO· DLOC PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY BAP014632901 8/28/2017 8/28/2018 COMBINED SINGLE LIMIT (Ea accident\ $ 1 000 000 -X ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ -NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS tPer accident) $ -I--$ A X UMBRELLA LIAS M OCCUR AUC014640701 8128/2017 8/28/2018 EACH OCCURRENCE $1,000,000 -EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 I OED I X I RETENTION$ n $ A WORKERS COMPENSATION WC014633001 8/28/2017 8/28/2018 X I ~i°fTuTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE @] N/A E.L. EACH ACCIDENT $1,000.000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1.000.000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1.000.000 DESCRIPTION OF OPERATIONS below B Professional Llab Claims Made PEC014631401 8/28/2017 8/28/2018 $1.000.000 Per Claim I Contractors Pollution Liab. Occur $1.000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Project: Amendment No. 4 1-year maintenance, monitoring, and reporting services for the Lake Calavera Preserve Boardwalk Trails Wetland Mitigation and Restoration Sites. Certificate holder is an Additional Insured on the Commercial General Liability and Auto Liability when required by written contract or agreement regarding activities by or on behalf of the Named Insured. The Commercial General Liability insurance is primary insurance and any other insurance maintained by the Additional Insured shall be excess only and non-contributing with this insurance. A waiver of subrogation applies to the Commercial General Liability, Auto Liability, Umbrella/ Excess liability and Workers Compensation/ Employers Liability in favor of the Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Ave AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ~ -;µ z I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Waiver Of Subrogation (Blanket) Endorsement Policy i'i,, Eff. Date or Pol. Exp. Date or Pol. Eff Date of EnJ. Prodt1CL'r Ad,rl Prem Return Prem. GLO014631101 08/28/2017 08/28/2018 08/28/2017 N/A $ N/A <; N/A nns ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Tran-,fer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement. which is executed before a loss. to waive your rights of recovery from others. we agree to waive our right~ of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. L.:-CiL 'i'.'5-B CW 112/011 Page I of I @ Coverage Extension Endorsement ZURICH Policy No Eff. Date of Pol. Exp. Date of Pol. Elf. Date of End. Producer No. Addl Prem Return Prem. BAP014632901 0812812017 0812812018 0812812017 NIA NIA NIA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II -Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name. with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A. 1.b. in this endorsement. d. Where and to the extent permitted by law. any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s). where required by written contract or written agreement with you executed prior to any "accident". will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment -Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II -Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the '"Insured" at our request. including actual loss of earnings up to $500 a day because of time off from work. Includes copyrighted material of Insurance Services Office. Inc., with its permission U-CA-424-F CW (04/14) Page 1 of 6 C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II -Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II -Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section Ill -Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV -Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage -Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: Includes copyrighted material of Insurance Services Office. Inc., w~h its permission. U-CA-424-F CW (04/14) Page 2 of 6 (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects which are: (1) Personal property owned by an "insured"; and (2) In or on a covered "auto". b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes. securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss". J. Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph 8.4.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 8.2.c. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: We will pay for "loss" to tapes. records, discs or other similar devices used with audio. visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such "loss" to tapes. records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss". Includes copyrighted material of Insurance Services Office. Inc., w~h its permission U-CA-424-F CW (04/14) Page 3 of 6 K Airbag Coverage The Exclusion in Paragraph B.3.a. of Section Ill -Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV -Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage -Comprehensive Coverage -Deductible The following is added to the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos -Physical Damage 1. The following is added to Section I -Covered Autos: Temporary Substitute Autos -Physical Damage If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out cJ service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss"; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos -Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. 0. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit'' or "loss". you must give us or our authorized representative prompt notice of the "accident". claim. "suit" or "loss". However. these duties only apply when the "accident", claim. "suit" or "loss" is known to you (if you are an individual). a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any Includes copyrighted material of Insurance Services Office. Inc., with its permission. U-CA-424-F CW (04/14) Page 4 of 6 agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation cl these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos -Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not J:J"OVided to us prior to the acceptance of this policy. S. Hired Auto -World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury. sickness or disease. sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. Includes copyrighted material of Insurance Services Office. Inc., with its permission. U-CA-424-F CW (04/14) Page 5 of 6 U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II -Covered Auto Liability Coverage is replaced by the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage -Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section Ill -Physical Damage Coverage is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost cl the replacement "auto", excluding tax, title, license, ether fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by tiofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay rnly for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. Includes copyrighted material of Insurance Services Office. Inc .. w~h its permission U-CA-424-F CW (04/14) Page 6 of 6 Additional Insured -Automatic -Owners, Lessees Or Contractors Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem GLO014631101 08/28/2017 08/28/2018 08/28/2017 64955000 ----- g ZURICH Return Prem. ------ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. U-GL-1175-F CW (04/13) Page 1 of 2 C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV - Commercial General Liability Conditions: The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. For the purposes of the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV -Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-1175-F CW (04/13) Page 2 of 2 Policy Number: WC014633001 WORKERS' COMPENSATJON AND EMPLOYERS' LIABILITY INSURANCE POLICY WC040306 Ed. 4-84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA \/Ve have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged rn the work described in the Schedule. The additional premium for this endorsement shall be 0 mium otherwise due on such remuneration. Person or Organization Schedule Job DescrlP1ion ALL PERSONS AND/OR ORGANIZATIONS 'l'BA'l' ARE REQUIRED BY WRI'l'TEN CONTRACT OR AGREEMENT WITH THE INSORBD, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SO'Bl:lOGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PER.SON AND/OR ORGANIZATION WC 2.52 ;4-84) WC 0-4 03 06 iEd 4--84; % of the California workers' compensation pre- Page 1 ol t AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR 1-YEAR MAINTENANCE, MONITORING AND REPORTING SERVICES FOR THE LAKE CALAVERA PRESERVE BOARDWALK TRAILS WETLAND MITIGATION AND RESTORATION SITES DUDEK/HABITAT RESTORATION SCIENCES 3 is eprjred into and effective as of the :J I St. day of -----""~ .......... -~;;::;i..,-----' 20 extending and amending the agree~d August ent") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dudek, a ornia corporation, ("Contractor") (collectively, the "Parties") for maintaining, monitoring and reporting services for native habitat restoration. RECITALS A. On August 5, 2015, the Parties executed Amendment No. 1 to extend and fund the Agreement for maintaining, monitoring and reporting services for native habitat restoration; and B. On June 13, 2016, the Parties executed Amendment No. 2 to extend and fund the Agreement for maintaining, monitoring and reporting services for native habitat restoration; and C. The Parties desire to alter the Agreement's scope of work to address habitat restoration maintenance and monitoring services necessary for year four of a five-year maintenance and monitoring program for the Lake Calavera Preserve Boardwalk Trails Wetland Mitigation/Restoration Project; and D. The Parties desire to extend the Agreement for a period of one year; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty thousand dollars ($30,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by August 18, 2018. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1 /30/13 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 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. CONTRACTOR By: g 1 u:,17 (sign here) Dudek Frank Dudek (print name/titld?resident (sign here) Mark Forster SRrififtf e/title) Dudek CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: \ LnAJ2ffZ_][l, M--J4rc BARBARA ENGLESON l 1 City Clerk If required by City, 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, 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: CELIA A. BREWER, City Attorney BY:------"-<f-k.-~---- ,Aasista11t City Attorney JK,~ City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES This scope of work addresses habitat restoration maintenance and monitoring services necessary for year four of a five-year maintenance and monitoring program for the Lake Calavera Preserve Boardwalk Trails Wetland Mitigation/Restoration Project. Dudek will continue to provide monitoring services and subcontract maintenance services to Habitat Restoration Sciences (HRS) during this Agreement period. Phase 1: Monitoring Services Dudek will provide monitoring services which include: • Quarterly monitoring visits • Site observation reports to assess progress of revegetation areas • Coordination between the City and HRS to assure compliance with the intended long- term maintenance and monitoring program and year four standards • One quantitative monitoring visit to collect vegetative cover data to evaluate the project against the established success criteria, as described in the Mitigation and Monitoring Plan for the Lake Calavera Trails Master Plan Boardwalk Improvement Project, prepared by Dudek, dated August 2012 (Final Mitigation Plan) An annual monitoring report will be prepared at the end of year four to document the status of the mitigation/re-vegetation effort, as they relate to the established success standards and guidelines outlined in the Final Mitigation Plan. Dudek will coordinate with HRS as necessary during this period, in order to verify successful completion of the maintenance work and to coordinate any remedial measures that may be necessary during year four. The annual monitoring report will be prepared in a format that is similar to previous reports prepared for the Lake Calavera Preserve Boardwalk Trails Mitigation Project. The report will illustrate representative site conditions each year, and are intended to document habitat establishment over time. Dudek will submit a draft report to City staff for review prior to submitting to the resource agencies, and will coordinate with the City to complete edits and modifications to the report as necessary. The draft report will be submitted electronically to reduce costs where appropriate. Phase 2: Maintenance Services HRS, under sub-contract to Dudek, will provide maintenance services for year four for the wetland mitigation/revegetation areas. The maintenance work will include bi-monthly maintenance visits (i.e., one visit every two months, or six (6) maintenance visits total for year four). No supplemental watering visits are anticipated during year four. HRS will implement the annual maintenance program for the Lake Calavera Preserve Boardwalk Wetland Mitigation and Restoration Program, per the requirements outlined in the Final Wetland Habitat Mitigation and Monitoring Plan for the Lake Calavera Trails Master Plan Boardwalk Improvement Project, prepared by Dudek, dated August 2012 (Final Mitigation Plan). City Attorney Approved Version 1 /30/13 3 The maintenance work will include weeding, fertilization, pest control, assessment of soil moisture and need for supplemental watering, trash and debris removal, vandalism control, erosion control repairs, etc. Any additional work including plant replacement and seeding, erosion repairs, and supplemental watering will be negotiated with the City prior to commencement of work. Direct/reimbursable Charges Direct/reimbursable charges associated with the monitoring work described under Phase 1, will include mileage for site visits and meetings, and other direct reimbursable expenses for reprographics, etc. These expenses will be billed on a time and materials basis, in addition to the labor costs associated with these tasks. Fees ITEM NO Task Description Amount Phase 1 -Monitoring Services • Four qualitative monitoring visits and reports 1 • One quantitative monitorinq visit and annual report $ 11,500.00 Phase 2 -Maintenance Services 2 • 6 maintenance visits with no supplemental watering visits $ 3,300.00 3 Additional Services -Neqotiated prior to commencement of work $ 15,000.00 4 Direct/Reimbursable Expenses for Monitorinq $ 200.00 TOTAL $ 30,000.00 Total Agreement amount shall not exceed $30,000 City Attorney Approved Version 1 /30/13 4 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR 1-YEAR MAINTENANCE, MONITORING AND REPORTING SERVICES FOR THE LAKE CALAVERA PRESERVE BOARDWALK TRAILS WETLAND MITIGATION AND RESTORATION SITES DUDEK/HABITAT RESTORATION SCIENCES This mendment No. 2 is entered into and effective as of the \ 'b if\ day of · , 20.llQ, extending and amending the agreement dated August 18, 2014 (the" greement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dudek, a California corporation, ("Contractor") (collectively, the "Parties") for maintaining, monitoring and reporting services for native habitat restoration. RECITALS A. On August 5, 2015, the Parties executed Amendment No. 1 to extend and fund the Agreement for maintaining, monitoring and reporting services for native habitat restoration; and B. The Parties desire to alter the Agreement's scope of work to address habitat restoration maintenance and monitoring services necessary for year three of a five-year maintenance and monitoring program for the Lake Calavera Boardwalk Trails Wetland Mitigation/Restoration Project; and C. The Parties desire to extend the Agreement for a period of one year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty thousand dollars ($30,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty thousand dollars ($30,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by August 18, 2017. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 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. CONTRACTOR By: Dudek ..J.,A1£ z' 'Z"'"" Frank Dudek (print name/title) Pres~dent By: ~ G/L.\\i, (sign here) (print narrieYtitlei f'1,, r ~J, · ', CITY OF CARLSBAD, a municipal corporation of the State of California By: City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. !f 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, 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: CELIA A. BREWER, City Attorney EXHIBIT "A" SCOPE OF SERVICES AND FEE Scope of Work: This scope of work addresses habitat restoration maintenance and monitoring services necessary for year three of a five-year maintenance and monitoring program for the Lake Calavera Boardwalk Trails Wetland Mitigation/Restoration Project. Dudek will continue to provide monitoring services and subcontract maintenance services to Habitat Restoration Sciences (HRS) during this Agreement period. Phase 1: Monitoring Services Dudek will provide monitoring services that includes quarterly monitoring visits and site observation reports to assess the progress of the re-vegetation areas, and periodic coordination with the City and HRS to assure compliance with the intended long-term maintenance and monitoring program. One quantitative monitoring visit will be conducted to collect data for project evaluation. This data will be used to prepare an annual monitoring report at year end to document the status of the mitigation/re-vegetation efforts in relation to established success standards outlined in the Final Wetland Habitat Mitigation and Monitoring Plan for the Lake Calavera Trails Master Plan Boardwalk Improvement Project (Final Mitigation Plan). Dudek will coordinate with HRS to verify successful completion of the maintenance work and to coordinate any remedial measures that may be necessary throughout the year. Subsequent monitoring beyond this scope of work shall be negotiated with the City prior to commencement of work. To maintain consistency, the format of the annual monitoring report will be similar to previous reports prepared for the mitigation sites within the Lake Calavera Preserve area. Dudek will coordinate With the City to make modifications to the report that provide additional clarity and/or increase the comprehensive treatment of monitoring information that will be submitted to resource agencies. The report will include representative color photographs of various re-vegetation areas and specific images of selected locations where remedial actions may be needed, or where standards are not being met. To document the habitat establishment over time, photo viewpoints will be from fixed locations showing representative site conditions each year. The report will accurately convey the extent of vegetation establishment and achievement level of success criteria for each mitigation/re-vegetation area. Dudek will electronically submit a draft report to the City for review before distributing to resource agencies. Phase 2: Maintenance Services HRS will provide the annual maintenance program, per the requirements outlined in the Final Mitigation Plan. The maintenance work will include bi-monthly (6) maintenance visits on an as- needed basis, determined by actual site conditions and environmental conditions related to seasonal variations and needs for weeding, fertilizing, pest control, soil moisture, trash and debris removal, vandalism control, erosion control, etc. No supplemental watering visits are anticipated since watering will occur at scheduled maintenance visits. If replacement plants and seeding are needed to help assure survival, it is assumed installation will occur in the fall following City approval and field direction from Dudek. Supplemental planting and seeding are beyond this scope of work and shall be negotiated with the City prior to commencement of worlk. Estimated Fees: Dudek will provide monthly invoices sufficiently detailed to include work completed and costs for approval by City. Phases 1 and 2 will be billed on a time-and-materials basis in accordance with the attached Dudek 2016 Standard Schedule of Charges. Direct/reimbursable costs associated with Phase 1 will be billed at cost plus 10%. Any additional services required or requested shall be negotiated prior to commencement of work. ITEM DESCRIPTION PRICE NO. Phase 1 -Monitoring Services 1 • Four qualitative monitoring visits and reports • One quantitative monitorinQ visit and annual report $12,300.00 Phase 2 -Maintenance Services 2 • Six maintenance visits $6,000.00 Direct/Reimbursable Costs for Biological Monitoring • Mileage for site visits 3 • Reprographics • Delivery costs • Miscellaneous direct costs $200.00 Additional Services -shall be negotiated with the City prior 4 to commencement of work • Supplemental planting and seeding • Supplemental watering visits • Subsequent monitoring $11,500.00 • Subsequent maintenance TOTAL $30,000.00 Total annual Agreement amount shall not exceed thirty thousand dlollars ($30,000) DUDEK 2016 STANDARD SCHEDULE OF CHARGES ENGINEERING SERVICES Project Director. .................................................................... $265.00/hr Principal Engineer Ill ............................................................. $235.00/hr Principal Engineer II ............................................................. $225.00/hr Principal Engineer I .............................................................. $215.00/hr Program Manager ................................................................ $205.00/hr Senior Project Manager ........................................................ $205.00/hr Project Manager ................................................................... $195.00/hr Senior Engineer 111 .............................................••...••..•••••.••.. $195.00/hr Senior Engineer II ................................................................ $185.00/hr Senior Engineer I ................................................................. $175.00/hr Project Engineer IV/Technician IV ........................................ $165.00/hr Project Engineer Ill/Technician Ill ......................................... $150.00/hr Project Engineer II/Technician II ........................................... $135.00/hr Project Engineer I/Technician 1 ............................................. $120.00/hr Project Coordinator ................................................................. $95.00/hr Engineering Assistant.. ........................................................... $85.00/hr ENVIRONMENTAL SERVICES Principal ............................................................................... $240.00/hr Senior Project Manager/Specialist 11 ..................................... $225.00/hr Senior Project Manager/Specialist 1 .•.................................... $215.00/hr Environmental Specialist/Planner VI ..................................... $195.00/hr Environmental Specialist/Planner V ...................................... $175.00/hr Environmental Specialist/Planner IV ..................................... $165.00/hr Environmental Specialist/Planner Ill ..................................... $155.00/hr Environmental Specialist/Planner II ...................................... $135.00/hr Environmental Specialist/Planner I ....................................... $125.00/hr Analyst Ill ............................................................................. $115.00/hr Analyst 11 .............................................................................. $105. 00/hr Analyst I ................................................................................. $95.00/hr Planning Assistant 11 ............................................................... $85.00/hr Planning Assistant 1 ••....••••...•....•••••.••....••••••••....•...••••••••...•....•• $75.00/hr COASTAL PLANNING/POLICY SERVICES Senior Project Manager/Coastal Planner 11 ........................... $220.00/hr Senior Project Manager/Coastal Planner 1 ••••••••••••••••••••••.••... $210.00/hr Environmental Specialist/Coastal Planner VI ........................ $200.00/hr Environmental Specialist/Coastal Planner V ......................... $180.00/hr Environmental Specialist/Coastal Planner IV ........................ $170.00/hr Environmental Specialist/Coastal Planner Ill ........................ $160.00/hr Environmental Specialist/Coastal Planner II ......................... $150.00/hr Environmental Specialist/Coastal Planner I .......................... $140.00/hr ARCHAEOLOGICAL SERVICES Senior Project Manager/Archaeologist 11. .............................. $215.00/hr Senior Project Manager/Archaeologist 1. ..•••.......................... $205.00/hr Environmental Specialist/Archaeologist VI ............................ $185.00/hr Environmental Specialist/Archaeologist V ............................. $165.00/hr Environmental Specialist/Archaeologist IV ............................ $155.00/hr Environmental Specialist/Archaeologist 111 ••....••••••••....••..•..... $145.00/hr Environmental Specialist/Archaeologist II ............................. $135.00/hr Environmental Specialist/Archaeologist 1 •••••••••••••••••••••••••••••• $125.00/hr Environmental Specialist/Paleontologist Ill ........................... $165.00/hr Environmental Specialist/Paleontologist II ............................ $145.00/hr Environmental Specialist/Paleontologist I ............................. $125.00/hr Paleontological Technician 111 ..................................••••••••...•... $85.00/hr Paleontological Technician 11 .....•............................................ $75.00/hr Paleontological Technician 1 ......................•.••.•••..•..•••..••....•••.• $55.00/hr Archaeologist Technician 11 ••....••••...•........••••...•....••••••••••••....••. $75.00/hr Archaeologist Technician 1 ••....••••........••••.•••....•...•••...•............• $55.00/hr CONSTRUCTION MANAGEMENT SERVICES Principal/Manager ................................................................ $195.00/hr Senior Construction Manager .............................................. $180.00/hr Senior Project Manager ........................................................ $160.00/hr Construction Manager .......................................................... $150.00/hr Project Manager ................................................................... $140.00/hr Resident Engineer ............................................................... $140.00/hr Construction Engineer .......................................................... $135.00/hr On-site Owner's Representative ........................................... $130.00/hr Construction Inspector 111 ......•...•••.•••.••••....••••.•.••..•....•........... $125.00/hr Construction Inspector 11. ......................•.•..••....••••...•••..••••••••. $115.00/hr Construction Inspector 1 ••••••••••••••••••••••••••••••••••••••••••••••.......... $105.00/hr Prevailing Wage Inspector .................................................... $135.00/hr COMPLIANCE SERVICES Compliance Director ............................................................ $205.00/hr Compliance Manager ........................................................... $145.00/hr Compliance Project Coordinator ........................................... $105.00/hr Compliance Monitor ............................................................... $95.00/hr HYDROGEOLOGICAL SERVICES Principal ............................................................................... $245.00/hr Sr. Hydrogeologist IV/Engineer IV ....................................... $225.00/hr Sr. Hydrogeologist Ill/Engineer 111. •....•...•••.••••••••.....•..••••....... $210.00/hr Sr. Hydrogeologist II/Engineer 11. .••••....•...••..••••••••....••..••••..... $190.00/hr Sr. Hydrogeologist I/Engineer 1. ............................................ $175.00/hr Hydrogeologist VI/Engineer VI . . .... ........ .. . . .............. .. . . . . ... . .. $160.00/hr Hydrogeologist V/Engineer V ............................................... $150.00/hr Hydrogeologist IV/Engineer IV ............................................. $140.00/hr Hydrogeologist Ill/Engineer 111 .•............................................ $130.00/hr Hydrogeologist II/Engineer 11 .............................................•.. $120.00/hr Hydrogeologist I/Engineer 1 ..••••....•••.••••••••...•....•••................. $110.00/hr Technician ........................................................................... $105.00/hr DISTRICT MANAGEMENT & OPERATIONS District General Manager ..................................................... $185.00/hr District Engineer ................................................................... $175.00/hr Operations Manager ........................................................... $150.00/hr District Secretary/Accountant .............................................. $100.00/hr Collections System Manager ................................................ $100. 00/hr Grade V Operator ................................................................ $100.00/hr Grade IV Operator .................................................................. $90.00/hr Grade Ill Operator .................................................................. $85.00/hr Grade II Operator ................................................................... $63.00/hr Grade I Operator .................................................................... $55.00/hr Operator in Training ............................................................... $40.00/hr Collection Maintenance Worker 11. ...••....•...••••.•••....•....•.•......... $60.00/hr Collection Maintenance Worker 1. •.....•.................................... $45.00/hr OFFICE SERVICES Technica/!Drafting!CADD Services 3D Graphic Artist.. ................................................................ $155.00/hr Senior Designer ................................................................... $145.00/hr Designer .............................................................................. $135.00/hr Assistant Designer ............................................................... $130.00/hr GIS Programmer 1 ...••••••••••••••••••••••••••••................................• $180.00/hr GIS Specialist IV .................................................................. $155.00/hr GIS Specialist Ill .................................................................. $145.00/hr GIS Specialist II ................................................................... $135.00/hr GIS Specialist I .................................................................... $125.00/hr GADD Operator 111 ••........••••••••.........................•••...•....••••••••.. $125.00/hr GADD Operator 11 ••••••..•.....••..•.•.....................••••.•••....••••..••... $120.00/hr GADD Operator 1 ...............................•..••..••••.•••....••..••.•........ $105.00/hr GADD Drafter ......................................................................... $95.00/hr GADD Technician .................................................................. $85.00/hr SUPPORT SERVICES Technical Editor 111 ...............................••••••.....••.................... $145.00/hr Technical Editor 11 ................................................................. $130.00/hr Technical Editor I ................................................................. $115.00/hr Publications Specialist Ill ...................................................... $105.00/hr Publications Specialist 11 .................••...••••.•••....•••.................... $95.00/hr Publications Specialist 1 ..••••••••••••••••••••.•...........................••.•••• $85.00/hr Clerical Administration 11 ....................•.••••..•.••.....•....••••........... $85.00/hr Clerical Administration 1 ..............................•..•...••...••••....•....... $80.00/hr Forensic Engineering -Court appearances, depositions. and interrogatories as expert witness will be billed at 2.00 times normal rates. Emergency and Holidays -Minimum charge of two hours will be billed at 1.75 times the normal rate. Material and Outside Services -Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at 1.15 times the direct cost. Travel Expenses -Mileage at current IRS allowable rates. Per diem where overnight stay is involved is charged at cost lnvoices,Late Charges -All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within 30 days from the date of the invoice. Client agrees to pay a monthly late charge equal to 1 % per month of the outstanding balance until paid in full. Annual Increases -Unless identified otheiwise, these standard rates will increase 3% annually. Effective January 1, 2016 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR 1-YEAR MAINTENANCE, MONITORING AND REPORTING SERVICES FOR THE LAKE CALAVERA PRESERVE BOARDWALK TRAILS WETLAND MITIGATION AND RESTORATION SITES DUDEK/HABITAT RESTORATION SCIENCES ..J\u This Amendment No._l_ is entered into and effective as of the E)tb day of ~;)'t , 20 )<;,extending the agreement dated August 18, 2014 (the "Agrent") by and between the City of Carlsbad, a municipal corporation, ("City"), and Dudek, a California corporation, ("Contractor") (collectively, the "Parties") for maintaining, monitoring and reporting services for native habitat restoration. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City 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 year ending on August 18, 2016. 2. The City will pay the Contractor on a time and materials basis, in an amount not to exceed thirty thousand dollars ($30,000) per Agreement year. 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. Ill Ill Ill Ill Ill /II /II Ill City Attorney Approved Version 1/30/13 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. CONTRACTOR By: (sign here) '7-t,-t s Frank Dudek (print name/title) President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by City, 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, 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: City Attorney Approved Version 1/30/13 2 AGREEMENT FOR 1-YEAR MAINTENANCE, MONITORING AND REPORTING SERVICES FOR THE LAKE CALAVERA PRESERVE BOARDWALK TRAILS WETLAND MITIGATION AND RESTORATION SITES (DUDEK/HABITAT RESTORATION SCIENCES) THIS AGREEMENT is made and entered into as of the day of Au<:fUstZ^ , 2014, by and between the CITY OF CARLSBAD, a municipal corporatioh^ ("City"), and DUDEK, a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a habitat restoration firm that is experienced in maintaining, monitoring, and reporting services for native habitat restoration, as required by resource agency permits. B. Contractor has the necessary experience in providing professional services and advice, including the services of a qualified restoration ecologist, related to habitat maintenance, monitoring and reporting services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City 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 one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one-year period or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term will be thirty thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 1/30/13 Incremental payments, if applicable, should be made 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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City 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 City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City 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 City. 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 City. 8. OTHER CONTRACTORS The City 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 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. 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 sun/ive 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 City Attorney Approved Version 1/30/13 carrier is required to have a current Best's Key Rating of not less than "A-:VM". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City 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. City, 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 Liabilitv 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. 10.1.2 Automobile Liability, (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City'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. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 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 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providina Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraoe. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase City Attorney Approved Version 1/30/13 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 City to obtain or maintain insurance and City 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. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 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 City 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 City. 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 City. 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 City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Name Title ^V^ufV^ cfeg^-^. '^<\^r^as^ Title ^ Departments^ .QT 9.^^Q fNgefa)^ Address TA^.^r^ frr. ^p," ^^^^^^^ City of Carlsbad ^c/MtT/\s, oA c^^.^^ y Address "^^^ ^ vr\^*H!^t>--Q-> Phone No. QAqSOD'^Email -fy^M^ a JoJj^.Coyt^ Phone No. 1 ioD -M^M-^B^ 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. 16. CONFLICT OF INTEREST City Attorney Approved Version 1/30/13 Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 Sen/ices 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 whose services are 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 Sen/ices 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 City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded 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. Ifthe resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City 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 City 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City 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 City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City 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 City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. 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. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1/30/13 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. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise 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 City 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 City, 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to 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 City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties 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 City 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 City, 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. 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 City Attorney Approved Version 1/30/13 Frank Dudek (print (pnnt name/titife) CITY OF CARLSBAD, a municipal corporation of the State of California By: fei^ity Manager ui Mayui ui Dl\/lbluii Diibictor as authorized by the City Manager Kathryn B. Dodson ATTEST: BARBARA ENGLESON City Clerk If required by City, 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, 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 CELIA A RTOHy Attorney City Attorney Approved Version 1/30/13 ACKNOWLEDGMENT State of California County of San Diego ) ss. On Julv 23, 2014 before me, D. Maher appeared David Carter Notary Public, personally who proved to me on the basis of satisfactory evidence to be the person(^) whose name^)/ts/§fe^subscribed to the within instrument and acknowledged to me that 6^she/tt^ executed the same in ^^pW/therr authorized capacityjpe^), and that by ^/her/their signatures(s^) on the instrument the person]^, or the entity upon behalf of which the person(6) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature D. MAHER \ Commission No. 2009598 g NOTARY PUBUC - CALIFORNIA 5 SAN DIEGO COUNTY ^ Commission Expires March 3,2017 \ OPTIONAL INFORNIATION Date of Document Type or Title of Document Number of Pages in Document Document in a Foreign Language Type of Satisfactory Evidence: Personally Known with Paper Identificatia Paper Identification Credible Witness(es) Capacity of Signer: Trustee Power of Attorney^ CEO / CFO /1 President /Ji^e-President / Secretary / Treasurer Other: © 2008 Allstate Notary Preparation, Inc. - (800) 689-8456 - www.allstatenotary.com ACKNOWLEDGMENT State of California County of San Dieao } ss. June 23. 2014 before me, D. Maher On personally appeared Frank Dudek Notary Public, who proved to me on the basis of satisfactory evidence to be the person(«) whose name^^p^if^ subscribed to the within instrument and acknowledged to me that ie/sh€7ttJey' executed the same in ^sibi€flt}a&!f authorized capacity(j»S), and that by _Tf§/ber/fbeir signatures(»)f on the instrument the person(^ or the entity upon behalf of which the person^s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature D. MAHER Commission No. 2009598 o NOTARY PUBUC - CALIFORNIA » SAN DIEGO COUNTY t , GammissionE»piresMaich3,2017 I ;33l) OPTIONAL INFORMATION Date of Document Type or Title of Document Number of Pages in Document Document in a Foreign Language Type of Satisfactory Evidence: Personally Known with Paper Identification Paper Identification Credible Witness(es) Capacity of Signer: Trustee Power of Attorney CEO/CFO/a President /^fltSe-President / Secretary / Treasurer Other: © 2008 Allstate Notary Preparation, Inc. - (800) 689-8456 - www.allstatenotary.com EXHIBIT A Dudek/HRS Scope of Work and Cost Estimate Revised Year One Scope August 12, 2014 Scope of Work: This scope of work specifically addresses habitat restoration maintenance and monitoring services necessary for Year One only of the Five-year Maintenance and Monitoring program, for the Lake Calavera Boardwalk Trails Wetland Mitigation/Restoration Project. Services are broken down into the Phases as described below: Proposed Services: Phase 1: Year One Monitoring Services of the Long-Term 5-Year Biological Monitoring Period Dudek will initiate year one monitoring of the long-term biological monitoring program for the wetland mitigation/revegetation areas, which is assumed to be a total 5-year maintenance and monitoring period. Subsequent monitoring during years two through five are beyond this current scope of work and would be conducted upon subsequent authorization by the City through yearly contract amendments. The year one monitoring work will start upon successful completion of the installation and initial 120-day plant establishment maintenance period (By the City and the installation contractor), and notice to proceed as acknowledged by the City. (Note: It is assumed that the City will provide Dudek with a final notice to proceed and a letter report acknowledging successful completion of the installation and satisfactory completion of the 120-day plant establishment maintenance period. It is also assumed that an "As-Built" plan drawing showing the final configuration of the mitigation/revegetation areas will be provided to Dudek by the City in a digital format for project records and subsequent reporting.) The biological monitoring work will include periodic monitoring visits during year one only, to assess the progress of the revegetation areas, and periodic coordination with the City and the maintenance contractor (HRS under subcontract to Dudek) to assure compliance with the intended long-term maintenance and monitoring program. An annual monitoring report will be prepared at the end of year one to document the status of the mitigation/revegetation effort in relation to the established success standards outlined in the Final Mitigation Plan. Dudek will coordinate with the landscape maintenance contractor (HRS) as necessary during this period in order to verify successful completion of the maintenance work and to coordinate any remedial measures that may be necessary during the year one period. It is assumed that any supplemental planting in year one would be handled as an extra to this contract, via contract amendment. Biological monitoring work will include performance of the year one monitoring assessments, based upon the established monitoring standards and permit conditions, in order to verify successful establishment of the mitigation/revegetation areas. The year one monitoring work will 8513 DUDEK A-1 August 12,2014 EXHIBIT A (Continued) include periodic site visits, coordination with the landscape maintenance contractor (HRS) to assure compliance with the approved maintenance and monitoring program, qualitative biological monitoring only to evaluate achievement of the success criteria, and preparation of the yearly monitoring report. Monitoring work will include monthly maintenance monitoring visits during the first six months of Year One, and then quarterly visits thereafter throughout the remainder of year one, for a total of eight visits. Biological monitoring will include qualitative monitoring only during year one based upon visual analysis to evaluate the progress of the revegetation effort. Photographs will be taken from permanent photo documentation stations to document progress over time. The annual monitoring report will summarize all maintenance work and monitoring assessments, including remedial measures as necessary to help assure the ultimate success of the program. Dudek will implement the year one monitoring program outlined in the final approved mitigation plan. Dudek will monitor and assess the project for compliance with the established success standards outlined in that document, as well as based upon the requirements from the resource agency permits. The monitoring effort will help fulfill the requirements of the monitoring plan and the requirements of the permit conditions specified for year one, and as specified in the long- term 5-year maintenance and monitoring program. The biological monitoring report will be prepared in a format that is similar to previous annual reports prepared for the City of Carlsbad for the mitigation sites within the Lake Calavera Preserve area to maintain consistency for City and resource agency review. Dudek will coordinate with the City project manager to make modifications to the report that provide additional clarity and/or increase the comprehensive treatment of monitoring information that will be submitted to the resource agencies. The report will include representative color photographs of the various revegetation areas and specific images of selected locations where remedial actions may be needed or where standards are not being met (where applicable). Photo viewpoints will be from fixed locations, showing representative site conditions each year, to document the habitat establishment over time. The report will accurately convey the extent of vegetation establishment and level of achievement of the success criteria for each mitigation/revegetation area. Dudek will submit a draft report to the City staff for review prior to submitting to resource agency personnel, in order to ensure that the content is accurate and acceptable to the City prior to distribution. The draft report will be submitted electronically to reduce costs where appropriate. Andy Thomson will coordinate and oversee the preparation of the report to help keep the submittal on schedule. John Minchin, through senior management oversight, will provide overall quality control/quality assurance in reviewing the final report before it is sent to the City and the resource agencies, to ensure the report id of high quality, represents accurate site 8513 DUDEK A-2 August 12,2014 EXHIBIT A (Continued) conditions, and conveys information in a consistent manner to meet the intent of the original mitigation program requirements and permit conditions. Phase 2: Year One Maintenance Services ofthe Long-Term 5-Year Maintenance Period HRS, under sub-contract to Dudek, will initiate the year one maintenance services for the wetland mitigation/revegetation areas, as part of the overall assumed 5-year maintenance period. Subsequent maintenance during years two through five are beyond this current scope ofwork and would be conducted upon subsequent authorization by the City through yearly contract amendments. The year one maintenance work would start upon successful completion of the installation and initial 120-day plant establishment maintenance period (By the City and previous installation contractor). HRS will provide year one of the maintenance program for the Lake Calavera Boardwalk Wetland Mitigation and Restoration Program, per the requirements outlined in the Final Wetland Habitat Mitigation and Monitoring Plan for the Lake Calavera Trails Master Plan Boardwalk Improvement Project, prepared by Dudek, dated August 2012. Maintenance visits will be conducted per the final plan and per the specifications provided by the City and will include visits once every 2 weeks for the first 6 months and then monthly for the remainder of year one. HRS will conduct other maintenance and supplemental watering visits during year one on an as- needed basis, to be determined based upon actual site conditions and environmental conditions, related to seasonal variations and the sites' needs related to weeding, fertilizing, pest control, supplemental watering, trash and debris removal, vandalism control, erosion control, etc. (Note: An allotment of 36 watering visits in year one would be provided.) It is assumed that HRS would receive the site from the city and the original installation contractor, in a satisfactory condition with appropriate survival of the initial container planted materials and the irrigation system in working order, so that the project will be able to meet the mitigation plan requirements and performance standards for the first year of the program (i.e.. Year 1 standards). If additional repairs to the site, irrigation system and/or replacement plantings and seeding are required in year one, that are not attributable to normal maintenance work, then these services would be considered additional work beyond the contract, to be negotiated with the city accordingly. It is assumed that any supplemental planting in year one would be handled as an extra to this contract, via contract amendment. Irrigation repairs/additions beyond the normal maintenance work, would be negotiated per specific needs at the time of repair. It is assumed that replacement plants and seeding would be installed in the Fall of each year, per approval by the city and the field direction of Dudek, to help assure survival. 8513 DUDEK A-3 August 12,2014 EXHIBIT A (Continued) Phase 99 Direct/reimbursable Charges Year One: Direct/reimbursable costs for year one, associated with the Phase I monitoring work, including mileage for site visits, reprographics, delivery costs, and other miscellaneous direct costs will be billed on a time and materials basis in addition to the labor costs, up to the limit indicated on the cost estimate. Any additional services required or requested, beyond the scope of work outlined herein, such as subsequent years of monitoring and maintenance and additional replacement plantings and contingency work, would be considered extra work beyond this current contract and would need to be negotiated accordingly with the City under subsequent contract amendment authorization. Cost Estimate Phase 1 Year One fHonitoring and Reporting Services, part of the Long-Term 5-Year Biological Monitormg Period (qualitative monitoring onfy, Svisits) $11,700.00 Phase 2 Year One IMaintenance Services, part of the Long-Term 5-Year Maintenance Period (18 maint visits and 36 watering visits) $18,000.00 Phase 99 Direct/Reimbursable Costs For Biological Monitoring (Year One) $300.00 Direct/reimbursable costs associated with the Phase 1 Biological Monitoring (Year One), such as mileage for site visits, reprographics, delivery costs, and other miscellaneous direct costs for the above scope of work are estimated to be $300.00. These direct costs will be billed at cost plus 10%, not to exceed this amount, in addition to the labor charges. TOTAL ESTIMATED YEAR ONE FEES (PHASES 1-2 AND DIRECT COSTS) $30,000.00 All fees for year one services for Phases 1 and 2, plus direct/reimbursable charges, will be invoiced monthly on a time-and-materials basis according to the Dudek 2014 Standard Schedule of Charges, up to an estimated fee of $30,000.00. This total would not be exceeded without City approval. All additional services beyond this current scope of work would be negotiated accordingly with the City. 8513 DUDEK A-4 August 12,2014 EXHIBIT A (Continued) Additional Services: Any additional services required or requested beyond the scope of services outlined herein, including replacement container plants and subsequent maintenance and monitoring services for years two through five, and the allocation of contingency funds, would be considered additional work to this contract and would need to be negotiated and authorized accordingly with the City, via subsequent contract amendments. 8513 DUDEK A-5 August 12, 2014