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HomeMy WebLinkAboutChang Consultants; 2015-09-28;AGREEMENT FOR ENVIRONMENTAL AND ENGINEERING SERVICES CHANG CONSULTANTS RECITALS day of a municipal City requires the professional services of a firm that is experienced environmental and civil engineer firm that is experienced in hydromodification requirements, identifying & determining hydromodification exemptions, and knowledge of channel screening analyses. 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend and fund 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 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-thousand dollars ($30,000) per Agreement year. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 4/1/15 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1 ,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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. 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. City Attorney Approved Version 4/1/15 2 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14. 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: Chang Consultants By: Wayne W. Chang, Sole Pr CITY OF CARLSBAD, a municipal corporation of the State of California B~at.sZLM G1ty Metl"'et~er er Mayoc or-D1rector (print name/title) t ,,bu_vt+- l S-ee-~~ CJA (\c\:::Xlc~ ~ J ATTEST: By: (sign here) City Clerk (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. 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 City Attorney Approved Version 4/1115 3 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 ~~.J(\ '9-i e_~ ) On Sep± Jo1VI 1 2,0/5 before me, ____._/-ht~n-'-'-n--=--~--~D:::...._.:.___-~=ld:..u·~~r---'-"Cfl:.LL-ku.Jll.l.Lt}jg~~~F~L?lA C Date Here Insert Name and 17tiJ bf the Officer peffion~~ appeaffid -~~~A~~¥~~~~~~~~~~~C~·~~~~~~~~~~~~~~~~~~­ Name(s) dt Signer(s) who proved to me on the basis of satisfactory evidence to be the person(~ whose nam~) is/~ subscribed to the within instrument and acknowledged to me that he/sReltRey executed the same in his/her:ltRail: authorized capacity(ies), and that by his/l>ler/tl9eir 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 PENAL TV OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~D~ Signature • Signature of Notary 'bile -----------------------------oPTIONAL----------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Docu~t: A_:jf.U.f\A.g .. (lt 1bx W \11 ( 0 · Docume:n:t .:D::a:te:: .=:::::::::=::~--- Number of Pages: S1gner(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: lJJtu.<V\.t: i .CJ<.-1 ~S" D Corporate Officer --.JTitle(s): ---==:::::::::__~ L.l Partner - D Limited D General lMndividual D Attorney in Fact D Trustee D Guardian or Conservator D Other: ---------.---=--"*"" ___ _ Signer Is Representing: L'\j M~ ©2014 National Notary Association· www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A • Contractor shall update the "Hydromodification Exemption Analysis for Select Carlsbad Watersheds", dated June 10, 2013 (Study) by Chang Consultants. Contractor shall remove language using references to the previous HMP requirements (nodes, etc.). Contractor shall review the conclusions, text, narrative, content and organization of the study to incorporate requirement and/or issues raised by the Regional Water Quality Control Board (RWQCB) letter, dated August 5, 2015 (see attached) as it relates to the Carlsbad HMP Exemptions for Lagoons. In general, the RWQCB staff ask the Study address the requirements of the latest Municipal Permit, Order No. 2013-0001 as issued by the Regional Water Quality Control Board, versus previous requirements. Among other items, the updated Study must demonstrate that study areas that discharges to the exempt water bodies (Lagoons) have been analyzed using erosion potential (or equivalent) and to show they are considered exempt from hydromodification impacts. This requires added narrative describing the MS4 as hardened facilities (concrete storm drain and improved paved streets), not natural erodible channels. • Contractor shall update written justification for how the studied discharges are considered "direct discharges" to the exempt water bodies using consistent language per the Municipal Permit and using criteria from definitions included in the Regional Watershed Management Area Analysis or other recent studies. • For discharges that do not qualify as "direct discharges" to the exempt water bodies, Contractor shall, perform an analysis on erosion potential (or equivalent) on the natural stream/channel between the discharge and the edge of the exempt water body. Analysis shall demonstrate the stream/natural channel is not subject to hydromodification impacts from the watershed. • Attend up to two meetings with City staff to discuss the study progress and results. • Deliverables by Contractor shall include four (4) hard copies of the updated Study and 2 discs with digital files of the updated Study. The digital copies shall be in a file size that can be uploaded to city records and downloaded by the public as required by City. • Updated study shall be completed and submitted to City no later than September 18, 2015. Cost $8,000.00 time and material at $140.00 per hour. City Attorney Approved Version 4/1/15 4 CAVIGNAC r:1ASSOCIATES INSURANCE BROKERS License No. OA99520 450 B Street, Suite 1800 San Diego, CA 92101-8005 Tel. 619.234.6848 • Fax 619.234.1239 • Web www.cavignac.com City of Carlsbad ATTN: Michele Masterson 1635 Faraday Avenue Carlsbad, CA, 92008-7314 Sep 09, 2015 Re: Chang Consultants To Whom It May Concern: Enclosed is a certificate of insurance, as requested. If you have questions or require changes, please contact our office via email (certificates@cavignac.com) or fax (619-234-1239). Please include a copy of the certificate with your request or reference ID number 331017. Sincerely, Cavignac & Associates Certificate Department certificates@cavignac.com 619-234-1239 (fax) cc: Wayne Chang (wayne@changconsultants.com) Chang Consultants -Certificate of Insurance Page 1 of 3 Kathy Hamilton From: Kathy Hamilton Sent: Tuesday, September 29, 2015 11:39 AM 'wayne@changconsultants.com' To: Cc: Subject: Jeremy Riddle; Shelley Collins; Donna Heraty REQUIRED CONFUCT OF INTEREST To Whom It May Concern: You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code-Resolution No. 2012-114 (below), the employee(s) of your company that work directly with city staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim- Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Position Disclosure • Your "Assuming Office" date for this filing is September 21, 2015. • Even ifthere are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 IS DUE IN THE CITY CLERK'S OFFICE BY 5:00PM, OCTOBER 21, 2015. Mailing Address: City Clerk's Office, 1200 Carlsbad Village Drive, Carlsbad, CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents you may use as reference: • FAQ: Form 700 Disclosure • local Gift Fact Sheet • Resolution Nos. 2012-114 and 2013-237 In addition, when your contract with the City of Carlsbad is completed, the employee(s) that filed the Assuming Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the "leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. **Failure to file the Assuming and/or leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013. 1 If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC} at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 www.carlsbadca.gov P: 760-434-2808 F: 760-720-6917 donna.heraty@carlsbadca.gov Please consider the environment before printing this e-mail 2