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LSA Associates Inc; 2019-11-26; PSA19-752TRAN
PSA19-752TRAN City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AGREEMENT FOR ENVIRONMENTAL CONSULTING SERVICES FOR EL CAMINO REAL AT CANNON ROAD INTERSECTION IMPROVEMENTS LSA ASSOCIATES, INC. This Amendment No.1 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated November 26, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and LSA Associates, Inc., a California corporation (“Contractor"). RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year; and 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 (1) year ending on November 25, 2021. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. 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. /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 714D85A7-0E5C-4456-B1BE-6409DF60A06C 30th October PSA19-752TRAN City Attorney Approved Version 1/30/13 2 4. 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 LSA Associates, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Mike Trotta, Chairman (print name/title) By: (sign here) Nicole Dubois, Secretary (print name/title) 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 Group B Chairman, President, or Vice-President 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: 714D85A7-0E5C-4456-B1BE-6409DF60A06C INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Fire Insurance Co of Hartford The Continental Insurance Company Tokio Marine Specialty Insurance Co. Valley Forge Insurance Company 10/28/2020 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 Aliso Viejo, CA 92656 Simson Soetanto 949-900-1211 858-452-7530 simson.soetanto@marshmma.com LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 INSURED: POLICY #: POLICY PERIOD: TO LSA Associates, Inc. 6081697256 09/30/2020 09/30/2021 © 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Insurance Company Countersigned by __________________________________________ WC 00 03 13 (Ed. 4-84) Where required by written contract signed prior to loss INSURED: POLICY #: POLICY PERIOD: TO LSA Associates, Inc. 6081697242 09/30/2020 09/30/2021 It is understood and agreed that this endorsement amends the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM In the event of cancellation or material change that reduces or restricts the insurance provided by this Coverage Form, we agree to send prior notice of cancellation or material change to the person or organization scheduled below at the address scheduled below. This endorsement does not amend our obligation to notify the Named Insured of cancellation as described in the Common Policy Conditions or in another endorsement attached to this policy. SCHEDULE 1.Numberofdaysadvance notice: 10 Days if we cancel for non-payment of premium. 30 Days if the policy is cancelled for any other reason,or if coverage is restricted or reduced by endorsement. 2.Person or Organization’s Name and Address Name: Attention: Street Address: City,State,ZIP: e-mail address: All other terms and conditions of the Policy remain unchanged. ©Copyright CNA All Rights Reserved. NOTICE OF CANCELLATION OR MATERIAL CHANGE – DESIGNATED PERSON OR ORGANIZATION INSURED: POLICY #: POLICY PERIOD: TO 09/30/2020 09/30/20216081697225 LSA Associates, Inc. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 INSURED: POLICY PERIOD: POLICY #: TO: LSA Associates, Inc. 6081697256 09/30/2020 09/30/2021 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY: In the event of cancellation or material change that reduces or restricts coverage during the policy period, we agree to send prior written notice in the manner prescribed, to the person or organization listed in the Schedule. SCHEDULE 1. Number of days advance notice: For nonpayment of premium: 30 For any other reason: 30 2. Name & Address of Person or Organization: All other terms and conditions of the policy remain unchanged. ©Copyright CNA All Rights Reserved. INSURED: POLICY #: POLICY PERIOD: TO LSA Associates, Inc. 09/30/202109/30/20206081697242 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services This endorsement modifies insurance provided under the following: PARAMOUNT EXCESS AND UMBRELLA LIABILITY POLICY PARAMOUNT UMBRELLA LIABILITY POLICY PARAMOUNT EXCESS LIABILITY POLICY It is understood and agreed as follows: I.In the event of cancellation of this coverage during the policy period for a reason other than nonpayment of premium, the Insurer agrees to mail prior written notice of cancellation to: SCHEDULE Name Address Number of Days Advanced Notice II.If this Endorsement is attached to the PARAMOUNT EXCESS LIABILITY POLICY, then the bolded term “policy period”is deleted in its entirety and replaced with the term “policy period”. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. CHANGES – NOTICE OF CANCELLATION ENDORSEMENT 30 ©Copyright CNA All Rights Reserved. Form No: CNA75525XX (03-2015) Underwriting Company: UWCOMP, UWADDR1 UWADDR2, UWCITY, UWSTATE UWZIP INSURED: POLICY #: POLICY PERIOD: TO LSA Associates, Inc. 09/30/2020 09/30/20216081697273 c/o EXIGIS Insurance Compliance ServicesCity of Carlsbad/CMWD PSA19-752TRAN City Attorney Approved Version 6/12/18 1 AGREEMENT FOR ENVIRONMENTAL CONSULTING SERVICES FOR EL CAMINO REAL AT CANNON ROAD INTERSECTION IMPROVEMENTS LSA ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and LSA ASSOCIATES, INC., a California corporation, ("Contractor"). RECITALS A. The City requires the professional services of a consultant that is experienced in environmental consulting services. B. Contractor has the necessary experience in providing professional services and advice related to environmental 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 two (2) additional one (1) year periods or parts thereof. 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 initial Agreement term shall not exceed thirty-one thousand dollars ($31,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed ten thousand dollars ($10,0000) per Agreement year. 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". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 November 26th PSA19-752TRAN City Attorney Approved Version 6/12/18 2 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 attorneys 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 survive 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 carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 PSA19-752TRAN City Attorney Approved Version 6/12/18 3 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer'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. 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 Providing 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 Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase 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 DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 PSA19-752TRAN City Attorney Approved Version 6/12/18 4 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 any time, 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Brandon Miles Name Jaime Morales Title Associate Engineer Title Project Manager Department Public Works Address 703 Palomar Airport Road, Suite 260 City of Carlsbad Carlsbad, CA 92011 Address 1635 Faraday Av Phone No. 760.931.5471 Carlsbad, CA 92008 Email Jaime.Morales@lsa.net Phone No. 760-602-2745 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. DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 PSA19-752TRAN City Attorney Approved Version 6/12/18 5 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 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 Services 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 Services 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 forwarded 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. If the 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 DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 PSA19-752TRAN City Attorney Approved Version 6/12/18 6 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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 otherwise 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 seq., 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. JURISDICTION 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 nor 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. /// /// DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 PSA19-752TRAN City Attorney Approved Version 6/12/18 7 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 OF CARLSBAD, a municipal corporation of the State of California LSA ASSOCIATES, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Mike Trotta, Chairman (print name/title) By: (sign here) Rosalena Evans, CFO (print name/title) 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: _____________________________ Deputy City Attorney DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 EXHIBIT "A" SCOPE OF SERVICES DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 LSA is a business name of LSA Associates, Inc. CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California 92011 760.931.5471 www.lsa.net October 22, 2019 Brandon Miles, P.E., T.E., Associate Engineer City of Carlsbad Public Works – Transportation 1635 Faraday Avenue Carlsbad, California 92008 Subject: Proposal to Provide Environmental Consulting Services for the El Camino Real at Cannon Road Intersection Improvements Project Dear Mr. Miles: LSA hereby submits this proposal to provide environmental consulting services in support of the El Camino Real at Cannon Road Intersection Improvements Project in the City of Carlsbad (city), San Diego County, California. Specifically, LSA proposes to prepare a visual simulation of the project area before and after construction of the proposed pedestrian bridge, update the biological resources and jurisdictional delineation reports to reflect recent project design changes, complete the resource agency permitting process, prepare an Environmental Awareness Training Program to be provided to all project personnel prior to commencement of project‐related activities, perform biological monitoring during construction, perform a pre‐construction bat survey, and provide miscellaneous coordination with the project team, as needed. SCOPE OF WORK Task 1: Visual Simulation LSA’s subconsultant, VisionScape Imagery, will prepare a visual simulation of the pedestrian bridge by utilizing photo‐realistic three‐dimensional modeling, global positioning systems‐engineered site photography, and digital imaging. The visual simulation will depict the proposed development area in a “before and after” analysis. LSA will require design data from the city or its engineer. Task 2: Update Reports LSA will update the biological resources and jurisdictional delineation reports to reflect recent project design changes. This budget includes time to address changes to graphic exhibits. LSA will provide draft versions of the reports to the city for review. Upon receipt of one consolidated set of comments for each report, LSA will finalize the reports and provide electronic copies to the city. Task 3: Resource Agency Permitting Completion LSA will continue to coordinate with staff from the resource agencies (U.S. Army Corps of Engineers, Regional Water Quality Control Board, and California Department of Fish and Wildlife). LSA will complete notifications/permit applications for these agencies depending on the determination of agency staff. This budget will be used to augment existing permitting budget under a separate DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 10/22/19 (C:\Users\JMorales\Desktop\Proposals\AAA617‐ECR_Cannon_Proposal.docx) 2 contract with Kleinfelder. As necessary, LSA will provide drafts of the notifications/permit application to the city for review prior to submittal. The city will pay all permitting processing fees. Task 4: Pre‐construction Bat Survey LSA bat specialists will conduct a bat survey prior to construction activities to determine the need for humane bat eviction/exclusion or other avoidance and minimization measures. The LSA bat specialists will perform one nighttime bat survey that will begin no later than on half hour before sunset and will continue until at least two to three hours after sunset to permit detection of day‐ and night‐roosting bats. LSA will employ both acoustic and visual techniques to determine the presence and species composition of bats. The results of the nighttime survey will be documented in a brief letter report that will include, but not be limited to, a species list and avoidance minimization measures. Subtask 4.1: Humane Bat Eviction/Exclusion (Optional Task) If LSA determines during the pre‐construction bat survey that humane eviction/exclusion will be necessary to minimize or avoid impacts to bats, then LSA will request authorization from the city to conduct this optional task for an LSA bat specialist to install exclusionary devices to the bridge, as necessary. LSA may require assistance from the contractor to reach areas under the bridge. Budget for this task includes time for two daytime visits by an LSA bat specialist to install exclusionary devices. If additional monitoring specific to bats is required, or if additional eviction measures are necessary, then LSA will provide the city with a budget augment for these tasks. Eviction/exclusion activities must occur outside of the bat maternity season (April 1 through August 31). Task 5: Native Grassland Revegetation Plan Prior to construction, LSA will provide the city with a construction plan‐style revegetation plan that will include the specified plant palette and seed mix; container plant quantities; seeding rates; success criteria milestones; general notes; irrigation system notes (if necessary); planting and seeding procedures; maintenance requirements; and a summary and schedule of maintenance, monitoring, and reporting. LSA will provide a draft version of the revegetation plan to the city for review. Upon receipt of one consolidated set of comments from the city, LSA will finalize the revegetation plan and provide it to the city. The revegetation plan will not include irrigation plans. Task 6: Environmental Awareness Training and General Biological Resources Monitoring LSA will prepare an Environmental Awareness Training Program to be provided to all project personnel prior to commencement of project‐related activities. The program will include information concerning special‐status plants, wildlife, and aquatic resources, including, but not limited to, descriptions, locations of suitable habitat, reasons for avoidance, and avoidance and minimization measures. An LSA biologist will provide the program prior to work in a tailgate training format. LSA will have a biological resources monitor on site to perform the following activities: DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 10/22/19 (C:\Users\JMorales\Desktop\Proposals\AAA617‐ECR_Cannon_Proposal.docx) 3 Monitor orange construction fencing (or similar) installation by the contractor along the perimeter of the limits of work. Flag special‐status plants species, such as San Diego marsh‐elder (Iva hayesiana), near work areas or access paths for avoidance. Perform a presence/absence survey for monarch butterfly (Danaus plexippus) prior to disturbance/removal of eucalyptus trees. Perform nesting bird surveys within the proposed construction area and an appropriately‐sized buffer no more than 72 hours prior to vegetation disturbance if vegetation disturbance is scheduled to occur during the bird breeding season (between January 15 and September 15). This budget includes time for up to four separate site visits to perform nesting bird surveys. Perform periodic site inspections to monitor for project compliance with resource agency permits and avoidance and minimization measures provided in LSA’s Biological Resources Technical Report dated May 2018. This budget includes time for up to eight separate site visits (up to four hours per visit). Task 7: Coordination This budget includes time for as‐necessary coordination with the city, the contractor, and other members of the project team. ESTIMATED BUDGET LSA proposes to conduct the services described above on a time‐and‐materials basis. LSA estimates that these services can be completed for $28,500 (without optional Subtask 4.1) or $31,000 (including optional Subtask 4.1) in accordance with the following table. LSA will not exceed this amount without your prior authorization. Tasks Estimated Cost Task 1: Visual Simulation $4,300 Task 2: Update Reports $3,000 Task 3: Resource Agency Permitting Completion $4,000 Task 4: Pre‐construction Bat Survey $3,300 Subtask 4.1: Humane Bat Eviction/Exclusion (Optional Task) $2,500 Task 5: Native Grassland Revegetation Plan $3,400 Task 6: Environmental Awareness Training and General Biological Resources Monitoring $8,500 Task 7: Coordination $2,000 TOTAL (without optional Subtask 4.1) $28,500 TOTAL (including optional Subtask 4.1) $31,000 DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 10/22/19 (C:\Users\JMorales\Desktop\Proposals\AAA617‐ECR_Cannon_Proposal.docx) 4 If you are in agreement with the terms and conditions of this proposal, please provide written authorization to proceed. Sincerely, LSA ASSOCIATES, INC. Jaime Morales Senior Biologist Attachment: Billing Rates DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 MARCH 2019 SCHEDULE OF STANDARD CONTRACT PROVISIONS AND BILLING RATES L:\CORP\Contract rev 030819.docx «03/08/19» 4 HOURLY BILLING RATES EFFECTIVE JUNE 2018 Job Classification Hourly Rate Range1,2 Planning Environmental Transportation Air/Noise Cultural Resources Biology GIS Principal Principal Principal Principal Principal Principal Principal $165–375 Associate Associate Associate Associate Associate Associate Associate $105–245 Senior Planner Senior Environmental Planner Senior Transportation Planner/ Engineer Senior Air Quality/Noise Specialist Senior Cultural Resources Manager Senior Biologist/ Botanist/Wildlife Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Senior GIS Specialist $95–180 Planner Environmental Planner Transportation Planner/ Engineer Air Quality/Noise Specialist/ Climate Change Specialist Cultural Resources Manager, Archaeologist/ Architectural Historian Biologist/Botanist/ Wildlife Biologist/ Ecologist/Soil Scientist/ Herpetologist/ Arborist GIS Specialist $85–150 Assistant Planner Assistant Environmental Planner Assistant Transportation Planner/ Engineer Air Quality/Noise Analyst Cultural Resources Analyst Assistant Biologist/ Botanist/Wildlife Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Assistant GIS Specialist $75–100 Field Services Senior Field Crew/Field Crew $75–100 Office Services Graphics $115–130 Marketing $75–120 Office Assistant $65–105 Project Assistant $70–105 Research Assistant/Intern $50–70 Word Processing/Technical Editing $95–110 1 The hourly rate for work involving actual expenses in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications. 2 Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA’s discretion at that time. LSA IN-HOUSE DIRECT COSTS EFFECTIVE JUNE 20181 Description Unit Cost Description Unit Cost Reproduction (8.5 x 11) B/W $0.07 per page GPS Unit $75.00 per day Reproduction (8.5 x 11) Color $0.40 per page Total Station Surveying Instrument $50.00 per day Reproduction (11 x 17) B/W $0.10 per page Level (Laser or Optical) $25.00 per day Reproduction (11 x 17) Color $0.75 per page Laser Rangefinder $25.00 per day CD Production $5.00 per CD Sound Meter $75.00 per day USB Flash Drive $5.00 per drive Sound Meter with Velocity Transducer $85.00 per day Plotting $3.75 per sq ft Aerial Photo Cost Aerial Drone $200.00 per day Boat Rental $125.00 per day Mileage On-Road Current federal rate Water Quality Meter $25.00 per day Mileage Off-Road Current federal rate Night Vision Goggles $50.00 per unit per night 1 Direct costs shall be reimbursed at cost plus 10 percent. DocuSign Envelope ID: 1B147DA8-69C4-4D84-9065-43CA0732E281 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X