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Home My WebLink AboutCoastal Frontiers Corporation; 2006-12-06;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR BEACH AND OFFSHORE PROFILE SURVEY SERVICES (COASTAL FRONTIERS CORPORATION) This Amendment No. 1 is entered into and effective as of the _/LX__ day of , 2007, extending and amending the agreement dated December 6, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Coastal Frontiers Corporation, a corporation, ("Contractor") (collectively, the "Parties") to conduct Fall 2007 and Spring 2008 Beach and Offshore Profile Surveys. RECITALS A. On December 6, 2006, the Parties executed an Agreement to conduct Fall 2006 and Spring 2007 Beach and Offshore Profile Surveys; and B. The Parties desire to alter the Agreement's scope of work to include performing the Fall 2007 and Spring 2008 Beach and Offshore Profile Surveys; and C. The Parties desire to extend the Agreement for a period of one (1) year from the date of expiration of the original agreement; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on December 5, 2008. 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 twenty one thousand two hundred twenty two dollars ($21 ,222). 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. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 -| 5. 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 COASTAL FRONTIERS CORPORATION, a corpoj: *By: (print name/title) (e-mail address) (sign here) &(print name/title) i T> £-£-ST>°Co A CITY OF CARlSBAB), a municipal corporation o//the/5tgtei)f Caljforni^ By: ATTEST: '~f—** _^~^ V_ ^^—LORRAINE M. WOOD City Clerk (e-mail address) 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: RONALD R. BALL, City Attorney City Attorney Approved Version #05.22.01 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Itemized List of what Contractor will do for City and at what price. City Attorney Approved Version #05.22.01 EXHIBIT A COASTAL FRONTIERS September 12,2007 City of Carlsbad Engineering Department 1635 Faraday Avenue Carlsbad, CA 92008-7314 Attn: Mr. Steve Jantz Subject: Fall 2007 and Spring 2008 Beach and Offshore Profile Surveys Dear Steve: Per your request, this letter provides a proposed Scope of Work and Cost Estimate for conducting Fall 2007 and Spring 2008 Beach and Offshore Profile Surveys for the City of Carlsbad. The objective of the survey program is to obtain profile data from the backshore to a depth of 50 ft, MLLW Datum, along 8 shore-perpendicular transects established previously by the City. Our parallel work for SANDAG has indicated that profile closure in the Carlsbad area occurs above this depth (i.e., the region of the sea bottom that is influenced by littoral sediment transport processes lies inshore of this depth). Coastal Frontiers proposes to conduct the Fall 2007 program at a cost of $10,450 (a reduction of $195 relative to the Spring 2007 program) and the Spring 2008 program at a cost of $10,772. The total program cost is $21,222. The scope of work for the Fall 2007 and Spring 2008 Program is similar to that of the previous Programs, with the exception of adding one transect (CB- 0775) that was omitted from the SANDAG sponsored monitoring program after Fall 2005. As in e006-2007 program, the additional transect (CB-0775) is included at no additional cost to the City. Details regarding the scope of work and cost estimate are provided in the following sections. Scope of Work Taskl: Field Operations - Fall 2007 Attempt to recover the survey benchmarks established previously at the following 8 transects: CB-0740, CB-0775, CB-0780, CB-0800, CB-0820, CB-0840, CB-0850, and OS-0900. If any benchmark is found to be missing, establish a temporary replacement using available descriptions, photographs, and reference marks. Acquire beach profile data compatible with historical data obtained previously by the City of Carlsbad along the 8 transects enumerated above. Profiles shall be obtained from the back beach to a minimum depth of 50 ft, MLLW Datum, past the presumed "depth of profile closure". Data for the wading portion of each profile shall be obtained using an electronic total station, while that for the offshore portion shall be obtained using either an electronic total station or differential GPS (DGPS). Coastal Frontiers Corporation 9420 Topanga Canyon Blvd, Suite 101 Chatsworth, CA 91311-5759 (818) 341-8133 Fax (818) 341^498 Mr. Steven Jantz August 24,2006 Page 2 Task 2: Data Reduction - Fall 2007 Adjust all elevations along the 8 profiles to MLLW Datum, and plot each profile. Provide both hard copies and digital files of the 8 profiles to the City of Carlsbad, along with a brief letter report that describes the survey dates, survey methods, and any unusual observations or problems encountered. The letter report shall include a table of beach width (measured from the landward limit of the sandy beach to the Mean Sea Level Shoreline) at each profile. Task 3: Field Operations ~ Spring 2008 Attempt to recover the survey benchmarks established previously at the following 8 transects: CB-0740, CB-0775, CB-0780, CB-0800, CB-0820, CB-0840, CB-0850, and OS-0900. If any benchmark is found to be missing, establish a temporary replacement using available descriptions, photographs, and reference marks. Acquire beach profile data compatible with historical data obtained previously by the City of Carlsbad along the 8 transects enumerated above. Profiles shall be obtained from the back beach to a minimum depth of 50 ft, MLLW Datum, past the presumed "depth of profile closure". Data for the wading portion of each profile shall be obtained using an electronic total station, while that for the offshore portion shall be obtained using either an electronic total station or differential GPS (DGPS). Task4: Data Reduction -Spring 2008 Adjust all elevations along the 8 profiles to MLLW Datum, and plot each profile. Provide both hard copies and digital files of the 8 profiles to the City of Carlsbad, along with a brief letter report that describes the survey dates, survey methods, and any unusual observations or problems encountered. The letter report shall include a table of beach width (measured from the landward limit of the sandy beach to the Mean Sea Level Shoreline) at each profile. Cost Estimate As indicated at the outset, the estimated cost of the Fall 2007 survey is $10,450, a reduction of $195 relative to the Spring 2007 survey. The cost savings is attributable to utilizing one Engineer in place of a Senior Engineer for the field operations. The Spring 2008 survey is $10,772, and is 3% higher than the Fall 2007 survey because it reflects annual cost-of-living adjustments in our labor rates. The additional transect (CB-0775) will be included at no additional cost in recognition of our longstanding relationship with the City. The total estimated program cost is $21,222. A detailed cost estimated is attached. We respectfully request the incremental payment in accordance to the project milestones listed below. Mr. Steven Jantz August 24,2006 PageS City of Carlsbad 2007-08 Beach and Offshore Survey Program Payment Milestones A. Notification of Field Work Complete-Fall 2006 (Task 1): $7,587.00 B. Submittal of Final Report-Fall 2006 (Task 2): $2,863.00 C. Notification of Field Work Complete-Spring 2007 (Task 3): $7,801.00 D. Submittal of Final Report-Spring 2007 (Task 4): $2.971.00 Total: $21,222.00 If the City wishes to authorize the work, we propose to commence the Fall 2007 data collection concurrently with the Fall 2007 SANDAG Beach Monitoring Program in October 2007 using identical methods of data acquisition. The Spring 2008 data collection would be conducted concurrently with the Spring 2008 SANDAG Beach Monitoring Program, anticipated to occur in May 2008. We sincerely appreciate the opportunity to submit this scope of work and cost estimate, and hope that we may be of service. Sincerely, Coastal Frontiers Corporation Greg Hearon, P.E. Project Manager GEH:hs Attachment: as stated COST ESTIMATE CITY OF CARLSBAD 2007-08 BEACH SURVEY PROGRAM September 12, 2007 »k 1. Field Operations - Fall 2007 DIRECT LABOR Principal Engineer Senior Engineer (2) Engineer Technician (2) OTHER DIRECT COSTS Expendables Motion Compensator Survey Software CTD Shipping Per Diem Auto Mileage IN-HOUSE EQUIPMENT RENTAL EDM Rental Survey Boat Digital Depth Sounder DGPS System Marinized Computer Survey Equipment Radios (2) 1 hrs@ 20 hrs @ 14 hrs@ 24 hrs @ Labor Total Subtotal 10%G&A ODC Total days@ day @ day@ day® days® days@ days @ $143 $114 $90 $71 1 1 1 1 1 4 400 l/s@ day@ day@ day@ l/s@ m/d@ mi @ $75 $225 $75 $75 $125 $100 $0.460 $150 $180 $95 $190 $60 $20 $30 $143 $2,280 $1,260 $1,704 $5,387 $75 $225 $75 $75 $125 $400 $184 $1,159 $116 $1,275 $300 $180 $95 $190 $60 $40 $60 Equipment Total $925 TOTAL ESTIMATED COST FOR TASK 1 $7,587 Coastal Frontiers Corporation 9420 Topanga Canyon Blvd, Suite 101 Chatsworth, CA 91311-5759 (818)341-8133 Fax (818) 341-4498 COST ESTIMATE CITY OF CARLSBAD 2007-08 BEACH SURVEY PROGRAM September 12, 2007 Task 2. Data Reduction - Fall 2007 DIRECT LABOR Principal Engineer Senior Engineer Engineer 2 hrs@ $143 16 hrs@ $114 8 hrs @ $90 Labor Total $286 $1,824 $720 $2,830 OTHER DIRECT COSTS Duplication IN-HOUSE EQUIPMENT RENTAL none 1 l/s @ $30 Subtotal 10%G&A ODC Total Equipment Total $30 $30 $3 $0 $33 $0 TOTAL ESTIMATED COST FOR TASK 2 SUBTOTAL FOR TASKS 1 AND 2 (FALL 2007 SURVEY) $2,863 $10,450 COST ESTIMATE CITY OF CARLSBAD 2007-08 BEACH SURVEY PROGRAM September 12, 2007 Task 3. Field Operations - Spring 2008 DIRECT LABOR Principal Engineer Senior Engineer Engineer Technician OTHER DIRECT COSTS Expendables Motion Compensator Survey Software CTD Shipping Per Diem Auto Mileage IN-HOUSE EQUIPMENT RENTAL EDM Rental Survey Boat Digital Depth Sounder DGPS System Marinized Computer Survey Equipment Radios (2) 1 hrs@ 20 hrs @ 14 hrs@ 24 hrs @ Labor Total 1 l/s@ 1 day® 1 day® 1 day® 1 l/s@ 4 m/d @ 400 mi @ Subtotal 10%G&A ODC Total 2 days® 1 day® 1 day® 1 day® 1 day® 2 days® 2 days® $149 $118 $94 $74 $75 $225 $75 $75 $125 $100 $0.460 $150 $180 $95 $190 $60 $20 $30 $149 $2,360 $1,316 $1,776 $75 $225 $75 $75 $125 $400 $184 $1,159 $116 $300 $180 $95 $190 $60 $40 $60 $5,601 $1,275 Equipment Total $925 TOTAL ESTIMATED COST FOR TASK 3 $7,801 COST ESTIMATE CITY OF CARLSBAD 2007-08 BEACH SURVEY PROGRAM September 12, 2007 sk 4. Data Reduction - Spring 2008 DIRECT LABOR Principal Engineer Senior Engineer Engineer 2 hrs@ 16 hrs@ 8 hrs@ Labor Total $149 $118 $94 $298 $1,888 $752 $2,938 OTHER DIRECT COSTS Duplication IN-HOUSE EQUIPMENT RENTAL none 1 l/s@ Subtotal 10%G&A ODC Total $30 Equipment Total $30 $30 $3 $0 $33 $0 TOTAL ESTIMATED COST FOR TASK 4 SUBTOTAL FOR TASKS 3 AND 4 (SPRING 2008 SURVEY) TOTAL ESTIMATED PROJECT COST (TASKS 1-4) $2,971 $10,772 $21,222 PWENG545 AGREEMENT FOR BEACH AND OFFSHORE PROFILE SURVEY SERVICE (COASTAL FRONTIERS CORPORATION) ./THIS AGREEMENT is made and entered into as of the _ day of 2006, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and COASTAL FRONTIERS CORPORATION, a corporation, ("Contractor"). RECITALS A. City requires the professional services of a coastal engineering firm experienced in conducting beach and offshore profile surveys. B. Contractor has the necessary experience in providing professional services and advice related to coastal processes and sand transport characteristics. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional year period or parts thereof in an amount not to exceed twenty five thousand dollars ($25,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty thousand eight hundred eighty seven dollars ($20,887). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version #04.01.02 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name Conrad C. Hammann, Jr. Title Deputy Public Works Director Dept Engineering CITY OF CARLSBAD Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. (760) 602-2407 For Contractor: Name Title Address xc-. v> Phone No. O OA Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version #04.01.02 Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #04.01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved Version #04.01.02 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #04.01.02 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR COASTAL FRONTIERS CORPORATION, a corporation CITY OF CARLSBAD, a municipal corporation of tjje State^ California By:^_2 Deputy Public Works Director ATTEST: (print name/title) (print name/title) J (e-mail address) 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: RONALD R. BALL, City Attorney By:. Deputy City 4ttorney City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. City Attorney Approved Version #04.01.02 10 EXH.B.TA RECEIVED COASTAL AUG 28 2000 FRONTIERS ENGINEERING DEPARTMENT Ref.: CFP-0486-0805 August 24,2006 City of Carlsbad Engineering Department 1635 Faraday Avenue Carlsbad, CA 92008-7314 Attn: Mr. Steve Jantz Subject: Fall 2006 and Spring 2007 Beach and Offshore Profile Surveys Dear Steve: Per your request, this letter provides a proposed Scope of Work and Cost Estimate for conducting Fall 2006 and Spring 2007 Beach and Offshore Profile Surveys for the City of Carlsbad. The objective of the survey program is to obtain profile data from the backshore to a depth of 50 ft, MLLW Datum, along 9 shore-perpendicular transects established previously by the City. Our parallel work for S ANDAG has indicated that profile closure in the Carlsbad area occurs above this depth (i.e., the region of the sea bottom that is influenced by littoral sediment transport processes lies inshore of this depth). Coastal Frontiers proposes to conduct the Fall 2006 program at a cost of $10,242 (identical to the Spring 2006 program) and the Spring 2007 program at a cost of $10,645. The total program cost is $20,887. The scope of work for the Fall 2006 and Spring 2007 Program is similar to that of the previous Programs, with the exception of adding one transect (CB-0775) that was omitted from the S ANDAG sponsored monitoring program after Fall 2005. The additional transect (CB-0775) will be included at no additional cost in recognition of our longstanding relationship with the City. Details regarding the scope of work and cost estimate are provided in the following sections. Scope of Work Task 1: Field Operations - Fall 2006 Attempt to recover the survey benchmarks established previously at the following 8 transects: CB-0740, CB-0775, CB-0780, CB-0800, CB-0820, CB-0840, CB-0850, and OS-0900. If any benchmark is found to be missing, establish a temporary replacement using available descriptions, photographs, and reference marks. Acquire beach profile data compatible with historical data obtained previously by the City of Carlsbad along the 8 transects enumerated above. Profiles shall be obtained from the back beach to a minimum depth of 50 ft, MLLW Datum, past the presumed "depth of profile closure". Data for the wading portion of each profile shall be obtained using an Coastal Frontiers Corporation 9420 Topanga Canyon Btvd, Suite 101 Chatsworth, CA 91311-5759 (818)341-8133 Fax (818) 341-4498 Mr. Steven Jantz August 24, 2006 Page 2 electronic total station, while that for the offshore portion shall be obtained using either an electronic total station or differential GPS (DGPS). Task 2: Data Reduction - Fall 2006 Adjust all elevations along the 8 profiles to MLLW Datum, and plot each profile. Provide both hard copies and digital files of the 8 profiles to the City of Carlsbad, along with a brief letter report that describes the survey dates, survey methods, and any unusual observations or problems encountered. The letter report shall include a table of beach width (measured from the landward limit of the sandy beach to the Mean Sea Level Shoreline) at each profile. Task 3: Field Operations - Spring 2007 Attempt to recover the survey benchmarks established previously at the following 8 transects: CB-0740, CB-0775, CB-0780, CB-0800, CB-0820, CB-0840, CB-0850, and OS-0900. If any benchmark is found to be missing, establish a temporary replacement using available descriptions, photographs, and reference marks. Acquire beach profile data compatible with historical data obtained previously by the City of Carlsbad along the 8 transects enumerated above. Profiles shall be obtained from the back beach to a minimum depth of 50 ft, MLLW Datum, past the presumed "depth of profile closure". Data for the wading portion of each profile shall be obtained using an electronic total station, while that for the offshore portion shall be obtained using either an electronic total station or differential GPS (DGPS). Task 4: Data Reduction — Spring 2007 Adjust all elevations along the 8 profiles to MLLW Datum, and plot each profile. Provide both hard copies and digital files of the 8 profiles to the City of Carlsbad, along with a brief letter report that describes the survey dates, survey methods, and any unusual observations or problems encountered. The letter report shall include a table of beach width (measured from the landward limit of the sandy beach to the Mean Sea Level Shoreline) at each profile. Cost Estimate As indicated at the outset, the estimated cost of the Fall 2006 survey is $10,242 while that of the Spring 2007 survey is $10,645. The cost for the Spring survey is 4% higher because it reflects annual cost-of-living adjustments in our labor rates. The additional transect (CB-0775) will be included at no additional cost in recognition of our longstanding relationship with the City. The total estimated program cost is $20,887. A detailed cost estimated is attached. We respectfully request the incremental payment in accordance to the project milestones listed below. Mr. Steven Jantz August 24,2006 Page 3 City of Carlsbad 2006-07 Beach and Offshore Survey Program Payment Milestones A. Notification of Field Work Complete-Fall 2006 (Task 1): $7,579.00 B. Submittal of Final Report-Fall 2006 (Task 2): $2,663.00 C. Notification of Field Work Complete-Spring 2007 (Task 3): $7,842.00 D. Submittal of Final Report-Spring 2007 (Task 4): $2,803.00 Total: $20,887.00 If the City wishes to authorize the work, we propose to commence the Fall 2006 data collection concurrently with the Fall 2006 SANDAG Beach Monitoring Program in October 2006 using identical methods of data acquisition. The Spring 2007 data collection would be conducted concurrently with the Spring 2007 SANDAG Beach Monitoring Program, anticipated to occur in May 2007. We sincerely appreciate the opportunity to submit this scope of work and cost estimate, and hope that we may be of service. Sincerely, Coastal Frontiers Corporation Greg Hearon, P.E. Project Manager GEH:hs Attachment: as stated COST ESTIMATE CITY OF CARLSBAD 2006-07 BEACH SURVEY PROGRAM August 24, 2006 Task 1. Field Operations - Fall 2006 DIRECT LABOR Principal Engineer Senior Engineer (2) Technician OTHER DIRECT COSTS EDM Rental Expendables Motion Compensator Survey Software CTD Shipping Per Diem Auto Mileage IN-HOUSE EQUIPMENT RENTAL Survey Boat Digital Depth Sounder DGPS System Marinized Computer Survey Equipment Radios (2) 1 hrs@ $135 34 hrs@ $108 24 hrs @ $68 Labor Total 2 1 1 1 1 1 4 400 days @ l/s@ day @ day @ day @ l/s@ m/d @ mi @ $125 $100 $225 $75 $75 $150 $85 $0.405 Subtotal 10%G&A ODC Total 1 1 1 1 2 2 day@ day@ day@ days @ days@ days @ $180 $95 $190 $60 $20 $30 $135 $3,672 $1,632 $5,439 $250 $100 $225 $75 $75 $150 $340 $162 $1,377 $138 $1,515 $180 $95 $190 $60 $40 $60 Equipment Total $625 TOTAL ESTIMATED COST FOR TASK 1 $7,579 Coastal Frontiers Corporation 9420 Topanga Canyon Blvd, Suite 101 Chatsworth,CA 91311-5759 (818) 341-8133 Fax (818) 341-4498 COST ESTIMATE CITY OF CARLSBAD 2006-07 BEACH SURVEY PROGRAM August 24, 2006 Task 2. Data Reduction - Fall 2006 DIRECT LABOR Principal Engineer Senior Engineer Engineer 2 hrs@ 16 hrs@ 8 hrs@ Labor Total $135 $108 $79 $270 $1,728 $632 $2,630 OTHER DIRECT COSTS Duplication IN-HOUSE EQUIPMENT RENTAL none 1 l/s@ Subtotal 10%G&A ODC Total $30 Equipment Total $30 $30 $3 $33 $0 $0 TOTAL ESTIMATED COST FOR TASK 2 SUBTOTAL FOR TASKS 1 AND 2 (FALL 2006 SURVEY) $2,663 $10,242 COST ESTIMATE CITY OF CARLSBAD 2006-07 BEACH SURVEY PROGRAM August 24, 2006 Task 3. Field Operations - Spring 2007 DIRECT LABOR Principal Engineer Senior Engineer (2) Technician OTHER DIRECT COSTS EDM Rental Expendables Motion Compensator Survey Software CTD Shipping Per Diem Auto Mileage IN-HOUSE EQUIPMENT RENTAL Survey Boat Digital Depth Sounder DGPS System Marinized Computer Survey Equipment Radios (2) 1 hrs@ 34 hrs @ 24 hrs @ Labor Total 2 days @ 1 l/s@ 1 day @ 1 day® 1 day@ 1 l/s@ 4 m/d @ 400 mi @ Subtotal 10%G&A ODC Total 1 day@ 1 day @ 1 day@ 1 day@ 2 days @ 2 days® $141 $113 $71 $125 $100 $225 $75 $75 $150 $85 $0.440 $180 $95 $190 $60 $20 $30 $141 $3,842 $1,704 $5,687 $250 $100 $225 $75 $75 $150 $340 $176 $1,391 $139 $1,530 $180 $95 $190 $60 $40 $60 Equipment Total $625 TOTAL ESTIMATED COST FOR TASK 3 $7,842 COST ESTIMATE CITY OF CARLSBAD 2006-07 BEACH SURVEY PROGRAM August 24, 2006 Task 4. Data Reduction - Spring 2007 DIRECT LABOR Principal Engineer Senior Engineer Engineer 2 hrs@ 16 hrs@ 8 hrs@ Labor Total $141 $113 $85 $282 $1,808 $680 $2,770 OTHER DIRECT COSTS Duplication IN-HOUSE EQUIPMENT RENTAL none 1 l/s@ Subtotal 10%G&A ODC Total $30 Equipment Total $30 $30 $3 $0 $33 $0 TOTAL ESTIMATED COST FOR TASK 4 SUBTOTAL FOR TASKS 3 AND 4 (SPRING 2007 SURVEY) TOTAL ESTIMATED PROJECT COST (TASKS 1-4) $2,803 $10,645 $20,887