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HomeMy WebLinkAboutMichael Baker International Inc; 2016-08-15; TRAN1446TRAN1446 City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 3 TO AGREEMENT FOR DRAINAGE MASTER PLAN PROJECT BCA MICHAEL BAKER INTERNATIONAL, INC. This Amendment No. 3 is entered into and effective as of the ______ day of ______________________________, 2018, amending and extending the agreement dated August 15, 2016, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Baker International, Inc., a Pennslyvania corporation, (“Contractor") (collectively, the “Parties”) for design of new storm drain pipeline. RECITALS A. On December 13, 2016, the Parties executed Amendment No. 1 to increase the number of locations for potholing services; and B. On November 9, 2017, the Parties executed Amendment No. 2 to extend the agreement for a period of one (1) year ending on February 14, 2019. 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 Agreement amount shall not exceed two hundred forty two thousand dollars ($242,000). 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 eight thousand dollars ($8,000). 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 February 14, 2019. 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 Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// DocuSign Envelope ID: 59210DA6-4AE8-48C8-8A9E-112FCF7342C3 17th December TRAN1446 City Attorney Approved Version 9/27/16 2 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 CITY OF CARLSBAD, a municipal corporation of the State of California MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By: By: (sign here) for Scott Chadwick, City Manager Tim Thiele, Vice President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk Steve Huff, Assistant 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: 59210DA6-4AE8-48C8-8A9E-112FCF7342C3 TRAN1446 City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE PURPOSE OF CONTRACT ADDENDUM The purpose of this addendum is to allow for additional budget for engineering services through project completion. Due to the amount of unforeseen conditions that were encountered during construction, the number and complexity of RFIs exceeded the initial estimate. TASK 14 ADDITIONAL ENGINEERING SERVICES THROUGH PROJECT COMPLETION Michael Baker will attend meetings and visit the project site as needed (assume 1 meeting and 3 site visits). RFI’s will be reviewed and responded to within five (5) working days. Up to 2 additional RFI’s are anticipated. Michael Baker will prepare as- built drawings based on redline mark-ups provided by the City. DocuSign Envelope ID: 59210DA6-4AE8-48C8-8A9E-112FCF7342C3 BHolder Identifier : 7777777707070700077763616065553330773617556304557607453136772406310073650566157330020762404113472110207126051332630112071662775364323300776605153645631207744015352274570077727252025773110777777707000707007 6666666606060600062606466204446200622002606224020006222204260040202062200042422400020620200626024000006002004062262022060220062622402000600222624006022206222006240002602066646062240664440666666606000606006Certificate No :570072755456CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/24/2018 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). 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. PRODUCER Aon Risk Services Central, Inc. Pittsburgh PA Office EQT Plaza ~ Suite 2700 625 Liberty Avenue Pittsburgh PA 15222-3110 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 23035Liberty Mutual Fire Ins CoINSURER A: 42404Liberty Insurance CorporationINSURER B: AA1128623Lloyd's Syndicate No. 2623INSURER C: 24554XL Insurance America IncINSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: Michael Baker International, Inc 5 Hutton Centre DriveSuite 500Santa Ana CA 92707 USA COVERAGES CERTIFICATE NUMBER:570072755456 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $300,000 $10,000 $2,000,000 $4,000,000 $4,000,000 A 08/30/2018 08/30/2019 General Liability TB2681004145718 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $2,000,000A08/30/2018 08/30/2019 Commercial Auto - AOS COMBINED SINGLE LIMIT (Ea accident) AS2-681-004145-728 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 $10,000 08/30/2018 UmbrellaUMBRELLA LIABD 08/30/2019US00079952LI18A RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ER PER STATUTEB08/30/2018 08/30/2019 Workers Comp - AOS $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WA768D004145778 Per ClaimPSDEF180046008/31/2018 08/30/2019 Professional Liab. and CP $5,000,000Aggregate E&O-PL-PrimaryC $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All Operations. City of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Carlsbad/CMWD1635 Faraday Ave.Carlsbad CA 92008 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Policy Number Issued by Liberty Mutual Fire Insurance Co. TB2-681-004145-718 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDMENT – SCHEDULED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person or organization shown in the Schedule of this endorsement that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV - Conditions will not apply. If the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV - Conditions will govern. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit". Schedule Person or Organization: All persons or organizations with whom you have entered into a written contract or agreement, prior to an "occurrence" or offense, to provide additional insured status. Page of© 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1 1LC 24 20 02 13 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 POLICY NUMBER: TB2-681-004145-718 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but 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 for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; 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. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations All persons or organizations with whom you have entered into a written contract or agreement, prior to an "occurrence" or offense, to provide additional insured status. All locations as required by a written contract or agreement entered into prior to an "occurrence" or offense. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2012 Page of 1 1CG 20 10 04 13 LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy Number TB2-681-004145-718 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY – UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Organization(s): Email Address or mailing address: Number Days Notice: Per schedule on file with the Company 30 A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 POLICY NUMBER: TB2-681-004145-718 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; 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. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations with whom you have entered into a written contract or agreement, prior to an "occurrence" or offense, to provide additional insured status. All locations as required by a written contract or agreement entered into prior to an "occurrence" or offense. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2012 Page of 1 1CG 20 37 04 13 Policy Number: Issued By: Schedule LIM 99 01 05 11 © 2011, Liberty Mutual Group of Companies. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Name of Other Person(s)/ Email Address or mailing Number Organization(s): address: Days Notice: A.If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B.This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. AS2-681-004145-728 Liberty Mutual Fire Insurance Co. Per schedule on file with the Company Per schedule on file with the Company 30 AMENDMENT NO. 2 TO EXTEND AGREEMENT FOR DRAINAGE MASTER PLAN PROJECT BCA MICHAEL BAKER INTERNATIONAL TRAN1446 This Amendment No. 2 is entered into and effective as of the 9tf-i day of nol.)!2 cer/:-::,QJ\_ , 2017, extending the agreement dated August 15, 2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Baker International, a Pennslyvania corporation, ("Contractor") (collectively, the "Parties") for design of new storm drain pipeline. RECITALS A. On December 13, 2016, the Parties executed Amendment No. 1 to increase the number of locations for potholing services; and B. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on February 14, 2019. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 TRAN1446 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 MICHAEL BAKER INTERNATIONAL, a Pennslyvania corporation By: ---:::n ~«I& (sign here) --riff\tH!ECc1 Yjl,c P/2-ES (print name/title) By:~:{}/ (sign here) Sfel/~/£/f //T51JLf?c/c4 (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California 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. BREWER, City Attorney BY: -------'--~--------L--- Deputy City Attorney City Attorney Approved Version 1 /30/13 2 ~ I DATE(MM/DD/YYYY) ACC,RC:,"" CERTIFICATE OF LIABILITY INSURANCE ~ 08/29/2017 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). PRODUCER CONTACT Aon Risk services central, NAME: Inc. PHONE (866) 283-7122 I r.e~. No.I: (800) 363-0105 Pittsburgh PA office (A/C. No. Ext): Dominion Tower, 10th Floor E-MAIL 625 Liberty Avenue ADDRESS: Pittsburgh PA 15222-3110 USA INSURER($) AFFORDING COVERAGE NAIC# INSURED INSURER A: XL Insurance America Inc 24554 Michael Baker International. Inc INSURER B: Liberty Mutual Fire Ins co 23035 5 Hutton Centre Drive Liberty Insurance Corporation 42404 suite 500 INSURER C: Santa Ana CA 92707 USA INSURER D: Lloyd's syndicate No. 2623 AA1128623 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570068150885 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. Limits shown are as requested 'ITR TYPE OF INSURANCE ADDI SUBR POLICY NUMBER IMM)l\D~l ,~g)-6%~ LIMITS INSD WI/D B X COMMERCIAL GENERAL LIABILITY TBlb81004145717 08/ 30/201) 08/ jtJ/ LUU EACH OCCURRENCE $2,000,000 -D CLAIMS-MADE 0occuR General Liability DAMAGE TO RENTED $300,000 PREMISES rEa occurrence\ f-- MED EXP (Any one person) $10,000 -PERSONAL & ADV INJURY $2,000,000 ,_ GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Fl ~YRO-@Loe $4,000,000 POLICY X JECT PRODUCTS -COMP/OP AGG OTHER: B AUTOMOBILE LIABILITY AS2-681-004145-727 08/30/2017 08/30/2018 COMBINED SINGLE LIMIT $2,000,000 Commercial (Ea accident) Auto -AOS f--BODILY INJURY ( Per person) X ANY AUTO -OWNED -SCHEDULED BODILY INJURY (Per accident) f--AUTOS ONLY AUTOS f--NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accident) -ONLY f--AUTOS ONLY A X UMBRELLA LIAB H OCCUR US00079952LI17A 08/30/2017 08/30/2018 EACH OCCURRENCE $10,000,000 f--umbrella AGGREGATE $10,000,000 EXCESS LIAB CLAIMS-MADE DED I X I RETENTION $10. 000 C WORKERS COMPENSATION AND WA768D004145777 08/30/2017 08/30/2018 X I ~~fTUTE I IOTH-EMPLOYERS' LIABILITY Y/N Workers comp -ADS ER ANY PROPRIETOR/ PARTNER/ EXECUTIVE ~ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (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 D E&o-PL-Primary PSDEF1700460 08/31/2017 08/31/2018 Per claim $5,000,000 Professional Liab. and CP Aggregate $5,000,000 SIR applies per policy ter tns & condi i ans DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All Operations. City of Carlsbad is included as Additional Insured in accordance with the policy prov1s1ons of the General Liability policy. General Liability policy evidenced herein is Primary and Non-contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A waiver of subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability policy. 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 AUTHORIZED REPRESENTATIVE 1635 Faraday Ave. Carlsbad CA 92008 USA ~~g~ ~~~ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD co ai ~ C: (I) "C ai "C 0 :c "' ~/ "' 00 <D 0 0 ..... "' 0 z ~ 0 ;;::: t: (I) u / COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. (1) The additional insured is a Named Insured under such other insurance; and CG20010413 © Insurance Services Office, Inc., 2012 Page 1 of 1 NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below by email as soon as practical after notifying the first Named Insured. B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. SCHEDULE Name of Other Person(s) / Organization(s): Email Address: Per schedule on file with the producer Per schedule on file with the producer All other terms and conditions of this policy remain unchanged. Issued by: Liberty Insurance Corporation For attachment to Policy No. WA7-68D-004145-777 Issued to: Michael Baker International, LLC Effective Date 8/30/2017 WM 9017 0910 Ed. 09/01/2010 © 2010 Liberty Mutual Group of Companies All Rights Reserved Premium$ Page 1 of 1 Policy Number TB2-681-004145-717 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY -UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Email Address or mailing address: Number Days Notice: OrQanization(s): Per schedule on file with the 30 Company A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of$ 250 Person or Organization Where required by contract or written agreement prior to loss and allowed by law. Issued by Co 7 -Liberty Insurance Corporation For attachment to Policy No. WA?-68D-004145-777 Effective Date 8/30/2017 Issued to Michael Baker International, Inc. WC 04 03 06 Ed. 04/1984 Job Description Premium$ Page 1 of 2 TRAN1446 AMENDMENT NO. 1 TO AGREEMENT FOR DRAINAGE MASTER PLAN PROJECT BCA MICHAEL BAKER INTERNATIONAL, INC. QThis Amendment No. 1 is entered into and effective as of the /_j-th day of 0 CP c:tJb Q...1'.....-, 20~, amending the agreement dated August 15, 2016, (the "Agreementi by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Baker International, Inc., a Pennsylvania corporation, ("Contractor") (collectively, the "Parties") for professional storm water engineering and potholing services. RECITALS A. The Parties desire to alter the Agreement's scope of work to increase the number of locations for potholing services; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated 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 amount for the initial term of the Agreement shall not exceed two hundred thirty four thousand dollars ($234,000). 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 forty thousand dollars ($40,000). 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 February 14, 2018. 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 Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 9/27/16 TRAN1446 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 MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By: Richard Lucera I Vice President (print name/title) By: (print name/title) ATTEST: CJ!YDa!\nKm~~ BARBARA ENGLESON U- 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:-~~.:.....:....=.:::::.=:~"""""'=--=-~-- Deputy City Attorney City Attorney Approved Version 9/27/16 2 Michael Baker International Contract Agreement for Park and Tamarack Drainage Improvements (DMP Project BCA) Addendum #1 EXHIBIT A SCOPE OF SERVICES PURPOSE OF CONTRACT ADDENDUM TRAN1446 October 11, 2016 The purpose of this addendum is to increase the number of utility potholes during the design process. After completion of the Pre Submittal Coordination, it became apparent that there are more utility crossings than originally anticipated. Utility potholing during design significantly reduces uncertainty during construction and the corresponding potential for unanticipated increases in construction cost. TASK 13 ADDITIONAL UTILITY POTHOLING The Consultant team will prepare and submit a traffic control plan and perform the utility potholing. The results of the additional utility potholing will be included in a combined pothole report with the work performed as part of Task 2 of the original scope of work. A-1 TRAN1446 Michael Baker International Contract Agreement for October 11, 2016 Park and Tamarack Drainage Improvements (DMP Project BCA) Addendum #1 EXHIBIT B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 Task 7 Task 8 Task 9 Task 10 Task 11 Task 12 Task 13 Pre Submittal Coordination ........................................................................... $7,500 Utility Potholing ........................................................................................... $15,000 Plans, Specifications, and Estimates (70% Design Level) ........................... $58,500 Technical Studies (70% Design Level) ........................................................ $18,000 Plans, Specifications, and Estimates (90%) ................................................ $27,500 Technical Studies (90%) ............................................................................... $8,000 Plans, Specifications, and Estimates (100%) .............................................. $12,000 Technical Studies (100%) ............................................................................. $4,000 Bid Services .................................................................................................. $7,500 Supplemental Topographic Services ............................................................. $3,000 Meetings and Coordination ......................................................................... $12,000 Additional Engineering Services through Project Completion ...................... $20,000 Additional Utility Potholing ...................................................................... $40,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................. $1,000 TOTAL $234,000 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 AGREEMENT FOR DRAINAGE MASTER PLAN PROJECT BCA MICHAEL BAKER INTERNATIONAL, INC. TRAN1446 HIS AG EE ENT is made and entered into as of the \~ day of ----f--'~""t-"~=c-----' 2016, by and between the CITY OF CARLSBAD, a municipal corpor tion, 'City"), and MICHAEL BAKER INTERNATIONAL INC., a Pennsylvania corporation ("Contractor"). RECITALS A. City requires the professional services of an engineering consultant that is experienced in storm water design B. Contractor has the necessary experience in providing professional services and advice related to the project 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 and one-half (1.5) years from the date first above written. The City Manager may amend the Agreement to extend it for an additional one ( 1) year period 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 will be one hundred ninety four thousand dollars ($194,000). 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 fifty thousand dollars ($50,000) 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". City Attorney Approved Version 2/29/16 TRAN1446 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. 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. 8. 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version 2/29/16 2 TRAN1446 10. 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. 11. 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 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. 11.1 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. 11.1.1 Commercial General Liability Insurance. $2,000,000 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. 11.1.2 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. 1 0.1.3 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. 11.1.4 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. City Attorney Approved Version 2/29/16 3 TRAN1446 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 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. 12. 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. 13. 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. 14. 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. 15. 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. City Attorney Approved Version 2/29/16 4 TRAN1446 16. 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 Name Patrick A. Thomas Title Public Works Director Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2730 For Contractor Name Richard Lucera Title Vice President Address 5050 Avenida Encinas, Suite 260 Carlsbad, CA 92008 Phone No. 760-4 76-9193 Email rlucera@mbakerintl.com 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. 17. 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 four categories. 18. 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. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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 ( 1 0) 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 Attorney Approved Version 2/29/16 5 TRAN1446 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. 21. 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. 22. 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. 23. 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. City Attorney Approved Version 2/29/16 6 TRAN1446 24. 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. 25. 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. 26. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 2/29/16 7 TRAN1446 27. 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 MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By:b'yJ ~ ~) Richard Lucera I Vice President (print name/title) By: Mark Cappos I Assistant Corp. Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California 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:---~.~::::::::::;,· ~'C/"-~~~~.LL-.--­ Deputy City Attorney City Attorney Approved Version 2/29/16 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of SM N w\ E q 0 ) . ' on =~U L'=f 'J-+J :lO I \o before me, \~D/2.f:'A ~,')E)Z,~ 1\l f!CN2y Rwc1 t. Date Here Insert Name and Title eft the ~ peffion~~ appeared ~-~~~~\~(~~~~~~~~~~~~~~-'~~~~~~~~~~~~~~~ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(i) whose name('$) is/~ subscribed to the within instrument and acknowledged to me that he/~/tlsley executed the same in his/her/their authorized capacity(~). and that by his/~r/tbeir signature(S) on the instrument the person(i), or the entity upon behalf of which the person~ 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 1\hand and official.~eal. I i ; L i Signature \ ~Jf.i\J~\._; CttJ)yJJM---' Signature of Notary Public Place Notary Seal Above ------------------------------oPTIONAL------------------------------ Though thi§_section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Atta ed Document ---------_. Title or Type of Docume · D~ Date: -------~ Number of Pages: ner(s) Other Than Na~e: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name:-----------'>.,;:~- 0 Corporate Officer -Title(s): ---~-_____::,...,--- 0 Partner - 0 Limited 0 Gener D Individual 0 Attorney· 0 Trustee 0 Guar · n or Conservator 0 Other: "" Signer Is Repre~g: ________ _ / Signer's Name: ____________ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner-0 Limited 0 General ndividual 0 Attorney in Fact 0 Tr ee 0 Guardian or Conservator 0 Other: --""'-.,....---------------- ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-8 -:_6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. who proved to me on the basis of satisfactory evidence to be the person#. whose name~ is/~ subscribed to the within instrument and acknowledged to me that he/sJ(e/tl~y executed the same in his/h,ef/th.¢r authorized capacity(~, and that by his/h,ef/tt).e'ir signature~ on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. Place Notary Sea/ Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------------------------------------------------OPTIONAL---------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the docum r fraudulent reattachment of this form to an unintended document. Description ttached Document Title or Type of Doc Number of Pages: · ner(s) Other Than Named Capacity(ies) Claimed by Signer(s) Signer's Name: -------------=~:......::::,......._ D Corporate Officer-Title(s): -----::7"'-::__ __ _ U Partner -!:::J Limited D Ge D Individual D Attar ~Trustee D D Trustee D Other:-----,~------------ll Other: -----..::......::--------- -g;.'§'(,~~~~ ~ ~ -'~ ©2014 National Notary Association o www.NationaiNotary.org o 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES 9 TRAN1446 City Attorney Approved Version 2/29/16 Michael Baker International Contract Agreement for Park and Tamarack Drainage Improvements (DMP Project BCA) UNDERSTANDING OF PROJECT EXHIBIT A SCOPE OF SERVICES June 22, 2016 Client desires to proceed with construction of drainage improvements identified in the City Drainage Master Plan (DMP) as Project BCA. The limit of work would start near the intersection of Sunnyhill Drive and Alder Lane and would extend down Monroe Street, Park Drive, and Tamarack Avenue ultimately tying into the existing 48" storm drain system in James Drive. The existing inlets near May Court will be disconnected from their current system and connected to the proposed system in Park Drive. Overall it is anticipated that the system will include approximately 2,900' of pipe, 8 curb inlets, 9 cleanouts, and 2 junctions. TASK 1 PRE SUBMITTAL COORDINATION The Consultant will research existing utility information within the project vicinity by utilizing data available through the City's Public Records Search and by contacting franchise utility companies. The primary background document for this project is the City's 2008 Drainage Master Plan (DMP), which identifies the project improvements. Record mapping documents will be reviewed to confirm the information included in the topographic file provided by the City. At least one (1) detailed site walk will be performed to identify and document physical constraints and confirm the information provided in the City's topographic survey file. A preliminary hydrology and hydraulics study will be prepared based on the City of Carlsbad Engineering Standards and the County Hydrology Manual. The preliminary study will include 1 00-year hydrology calculations as well as pipe and inlet hydraulic calculations. Based on the City of Carlsbad Engineering Standards, Volume 1, Chapter 5, Section 1.A, it is assumed that the proposed storm drain system will be designed for the 100-year event as specified in the DMP, as opposed to the 10-year event which would be typical for most projects. It should be noted that the 1 00-year flow rate in the DMP is significantly lower on a cubic feet per second/acre (CFS/acre) basis than what we have historically seen in similar areas within the City .. The hydraulics of the existing 48" system in James Drive will be analyzed from the proposed point of connection at Tamarack Avenue down to approximately Hillside Drive. In order to analyze the downstream hydraulics, corresponding off-site peak flow rates will be calculated. The Consultant will prepare a horizontal alignment exhibit and accompanying memo. The DMP suggests that the pipe be constructed in the eastbound lane of Monroe Street, southbound lane of Park Drive, and westbound lane of Tamarack Avenue. Preliminary utility research indicates that other horizontal alignments in Monroe Street and Tamarack Avenue would likely result in fewer utility conflicts and greater separation between existing water and sewer mains. TASK 2 UTILITY POTHOLING Once the horizontal alignment has been established based on City feedback, the Consultant will submit preliminary pothole location recommendations to the City for review. After receiving concurrence from City staff, the team will prepare and submit A-1 Michael Baker International Contract Agreement for Park and Tamarack Drainage Improvements (DMP Project BCA) EXHIBIT A (cont.) June 22, 2016 a traffic control plan and perform the utility potholing. Once the potholing is complete, a pothole report will be prepared and submitted. A survey crew will shoot each pothole and associated utility mark-outs for incorporation into the design plans. A second round of potholing will be performed, if required, to validate the refined horizontal and vertical alignments. This effort will include development of an exhibit showing recommended pothole locations, preparation of a traffic control plan, potholing, and follow-up survey work. If feasible, ground penetrating radar will be used instead of potholing for the second round of utility locating. TASK 3 PLANS, SPECIFICATIONS, AND ESTIMATES (70% DESIGN LEVEL) The 70% submittal package will be prepared based on the City of Carlsbad Engineering Standards and based on the horizontal alignment established in the pre- submittal phase. • The Improvement Plans are anticipated to include the following: o Title sheet, notes, and details -two to three (2-3) sheets o Storm Drain (plan/profile)-six (6) sheets (1"=20' scale) o Traffic Control-four (4) sheets o Trenching and shoring details (if necessary) • Project specifications will be based upon Greenback Standards and the template provided by the City. • Cost estimate will be based upon Regional Standard Unit prices and historic data from other similar projects designed for the City. • The plans will identify the limits of construction for environmental consideration and review as well as development of the project SWPPP. TASK 4 TECHNICAL STUDIES (70% DESIGN LEVEL) • Hydrology and Hydraulics Study -The preliminary hydrology and hydraulic. study will be refined based on the 70% design geometry. • Water Quality -The scope of the construction of the storm drain improvements would not trigger Priority Development Project requirements. As such, a Standard Project Requirement Checklist (E-36) will be completed. Incorporation of other improvements such as BMPs could potentially trigger the requirements to prepare a Storm Water Quality Management Plan (SWQMP) based upon City BMP Design Manual. An operation and maintenance plan for permanent BMPs will also be developed, if necessary. • SWPPP - A SWPPP will be prepared in accordance with City standards and Form E-32. TASK 5 PLANS, SPECIFICATIONS, AND ESTIMATES (90%) The 70% plans, specifications, and estimates will be revised based upon City comments (and potholing results, if applicable). A-2 Michael Baker International Contract Agreement for Park and Tamarack Drainage Improvements (DMP Project BCA) EXHIBIT A (cont.) TASK 6 TECHNICAL STUDIES (90%) June 22, 2016 The 70% technical studies will be revised based upon City comments (and potholing results, if applicable). TASK 7 PLANS, SPECIFICATIONS, AND ESTIMATES (100%) The 90% plans, specifications, and estimates will be revised based upon City comments (no additional potholing assumed warranted at this stage). TASK 8 TECHNICAL STUDIES (100%) The 90% technical studies will be revised based upon City comments (no additional potholing assumed warranted at this stage). TASK 9 BID SERVICES Michael Baker will attend a pre-bid meeting and help the City respond to contractor questions. Technical questions will be fielded and responded to within two (2) business days. If necessary, PS&E will be updated to address questions and comments (up to two [2] addenda). Assistance will also be provided in reviewing contractor bids. TASK 10 SUPPLEMENTAL TOPOGRAPHIC SERVICES Michael Baker will provide up to one day of supplemental field topography. The focus of the supplemental information is assumed to be near the intersection of Sunnyhill Drive and Alder Avenue. TASK 11 MEETINGS AND COORDINATION The Consultant shall allot a budget of 60 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff and/or other consultants. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. An issues memo will be developed and included with each milestone submittal. The memo will include design considerations which require City input/feedback as well as recommendations for additional utility potholing. TASK 12 ADDITIONAL ENGINEERING SERVICES THROUGH PROJECT COMPLETION Michael Baker will review design-related submittal and show drawings for conformance with contract documents. Written responses will be provided within ten (10) working days. Up to fifteen (15) submittals (including resubmittals) are anticipated. Michael Baker will attend meetings as needed (assume 3 meetings). RFI's will be reviewed and responded to within five (5) working days. Up to 10 RFJ's are anticipated. Michael Baker will prepare as-built drawings based on redline mark- ups provided by the City. A-3 Michael Baker International Contract Agreement for Park and Tamarack Drainage Improvements (DMP Project BCA) EXHIBIT A (cont.) ADDITIONAL SERVICES June 22, 2016 Services that are not specifically identified herein as services to be performed by Michael Baker International or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that Michael Baker perform services that are Additional Services, however, Michael Baker is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. NOTES Consultant's obligations are based upon the following: 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on available record drawings. 2) This scope does not include processing and coordination with resource agencies, including, but not limited to, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. 3) It is assumed that project improvements do not warrant modification to existing landscaping, irrigation, or traffic signals. Therefore, design services related to these efforts have not been included within this scope of work. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work. 3. Client shall provide detailed topographic information covering the project limits. A-4 EXHIBIT "B" Compensation 10 TRAN1446 City Attorney Approved Version 2/29/16 Michael Baker International Contract Agreement for June 22, 2016 Park and Tamarack Drainage Improvements (DMP Project BCA) EXHIBIT 8 Proposed Compensation Client agrees ~o compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 1 0% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Task2 Task3 Task4 TaskS Task6 Task 7 TaskS Task9 Task 10 Task 11 Task 12 Pre Submittal Coordination ........................................................................... $7,500 Utility Potholing ........................................................................................... $15,000 Plans, Specifications, and Estimates (70% Design Level) ........................... $58,500 Technical Studies (70% Design Level) ........................................................ $18,000 Plans, Specifications, and Estimates (90%) ................................................ $27,500 Technical Studies (90%) ............................................................................... $8,000 Plans, Specifications, and Estimates (100%) .............................................. $12,000 Technical Studies (100%) ............................................................................. $4,000 Bid Services .................................................................................................. $7,500 Supplemental Topographic Services .......................... -................................... $3,000 Meetings and Coordination ......................................................................... $12,000 Additional Engineering Services through Project Completion ...................... $20,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................. $1,000 TOTAL $194,000 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1