HomeMy WebLinkAboutHabitat Restoration Sciences Inc; 2014-08-20; TRAN1114TRAN1114
AGREEMENT FOR ENVIRONMENTAL PROFESSIONAL SERVICES
FOR POST FIRE EROSION HAZARD MITIGATION SERVICES
HABITAT RESTORATION SCIENCES, INC.
.THIS AGREEMENT is made and entered into as of the day of
'^/y.Sy 2014, by and between the CITY OF CARLSBAD, a municipal
corporafi^, (''City''), and HABITAT RESTORATION SCIENCES, INC., a California corporation,
("Cont^^or").
RECITALS
A. City requires the professional services of an environmental consultant that is
experienced in vegetation restoration and erosion control.
B. Contractor has the necessary experience in providing professional sen/ices and
advice related to vegetation restoration, erosion and maintenance.
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 sen/ices (the
"Sen/ices") 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 Sen/ices, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for two (2) additional one (1)
year periods or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per
Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance,
City needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Sen/ices to be performed during the initial Agreement term, based
on fime and materials, will be in an amount not to exceed thirty thousand dollars ($30,000). No
other compensation for the Sen/ices 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 Sen/ices specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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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 sen/ices 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 Sen/ices without prior written approval of City.
If Contractor subcontracts any of the Sen/ices, 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 ofthis Agreement applicable to Contractor's work unless speciflcally
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City resen/es the right to employ other Contractors in connection with the Sen/ices.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes ofthis section, and that this
section will sun/ive the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the sen/ices 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
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line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits ofthe
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate.
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv. (ifthe use of an automobile is involved for Contractor's
work for City). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensafion
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
I I If box is checked, Professional Liability
City's Initials ContwSd^&Jrrifials Insurance requirement is waived.
10.2. Additional Provisions. Contractor will ensure that the polici es of insurance required under
this Agreement contain, or are endorsed to conta in, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions ofthis Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certiflcates 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
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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 resen/es 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 Carisbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be cleariy identiflable. 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 sen/ices will be vested in City and
Contractor relinquishes all claim s 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 Citv For Contractor
Name Patrick Vaughan Name Mark Girard, President
Title Engineering Manager Title President
Department PW - Transportation Address 4901 El Camino Real, Suite D
City of Carisbad Carisbad, CA 92008
Address 5960 El Camino Real Phone No. 760 479 4210
Carisbad, CA 92008 Email mqirard@hrs.dudek.com
Phone No. 760 602 2780, ext. 7321
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.
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16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Sen/ices by Contractor. Contractor will at all times obsen/e and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's sen/ices
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 sen/ices are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulafions prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Sen/ices the following procedure will
be used to resolve any questions of fact or interpretation not othenwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be fonwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be fonwarded 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 ofthe City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event ofthe Contractor's failure to prosecute, deliver, or perform the Sen/ices, City may
terminate this Agreement for nonperformance by notifying Contractor by certifled mail of the
termination. If City decides to abandon or indeflnitely postpone the work or sen/ices contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notiflcation 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 ofthe percentage ofwork
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 determinaflon as to the portions of tasks completed
and the compensation to be made.
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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 ofthis Agreement. For breach or violation
ofthis warranty. City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part ofthe 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 ofthe false information or in reckless disregard ofthe truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement or any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
ofthe Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modifled, waived or discharged except in a wrifing signed by both parties.
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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 term s and conditions of this Agreement.
CONTRACTOR
HABITAT RESTORATION SCIENCES,
INC., a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(sign here)
(p^rint name/titTe^
(sign here)
(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, CityAttorney
BY:
Assistant City Attorf^jpy
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iHRS Exhibit "A"
Augusts, 2014 2014-100
Patrick Vaughan, PE
City of Carlsbad
Construction Management & Inspection
5950 El Camino Real
CaHsbad, CA 92008
Subject: Proposal for Post Fire Erosion Hazard Mitigation,
Contract No. 534080, Task No. 28, Carlsbad, CA
Dear Mr. Vaughan,
Habitat Restoration Sciences, Inc. (HRS) is pleased to submit this proposal to the City
of Carlsbad for fire erosion hazard mitigation services. Based on our meeting today,
we have revised the proposal to include the tasks that we discussed.
HRS is a General Engineering/Landscape Contractor (Lie A, C-27 #842661). HRS is a
Dudek company. Dudek is a leading California engineering and environmental firm with
over 32 years' experience with a team of district management operators, civil
engineers, landscape architects, hydrogeologists, biologists, urban forestry specialists,
arborists and fire prevention planners to provide a full-range of expertise.
HRS/Dudek staff has worked on habitat restoration and fire mitigation projects
collectively throughout southern California for over 20 years. Our staffs' local
presence and intimate working knowledge of the Carlsbad area is extensive with our
current restoration projects in North County totaling over 650 acres combined of
CSS and riparian habitats. Additionally, the HRS team has:
• In-depth knowledge of local habitat types, native vegetation and successful
habitat restoration projects in the Carlsbad area
• Vast experience and familiarity with local native CSS vegetation and ecology
• Urban Forestry experts on staff
• 11 QSD/QSP's
• 15 QAL's
• 30 Hydrogeolgists
The HRS team will work actively in coordination with the City and land owners to
provide hazard assessment and to initiate the hazard mitigation plan as detailed in our
scope of work. We apply creative solutions to each of our projects, our team is well
integrated, and our expertise and experience will create positive results for this
A. C-27 UC #842661 4901 El Camino Real, Suite D (760) 479-4210 office
HRSREST01WT10N.COM Carlsbad. CA 92008 (760) 479-4190 fax
project. The HRS team understands the critical issues of the project and we provide
the following:
• A zero-debt, financially stable company
• BMP experts
• Understanding of with State, Federal and Local Agency requirements for
working in sensitive areas
• Multiple successful erosion control, plant re-establishment, burn area
remediation and weed abatement projects in southern California
Thank you for the opportunity to demonstrate our ability to provide fire erosion
hazard mitigation services. We look forward to the opportunity to work with the City
of Carlsbad. If you have any questions or concerns, please contact me at 760.519.7230
or mgirard@.hrs.dudek.com.
Sincerely,
y President
:-27#84266l
^HMS ^"^^ Erosion Hazard Mitigation Services
SCOPE OF WORK
The HRS/Dudek team will provide the following services for this project:
TASK 1 - KICKOFF
I. I HRS/Dudek will prepare for and attend kick-off meeting with City staff.
1.2 HRS/Dudek will collect publicly available data, including:
• County/City General Maps
• Burn Area Maps
• Selected SanGIS Data (e.g.. Topographic Maps, Geologic Maps, MS4, Hydrologic
Information, etc.)
• Other commercially available satellite imagery information sources
• Applicable County/City Reports and Documents
1.3 HRS/Dudek will include City and site specific data provided by Ninyo & Moore and or
the City including but not limited to:.
• Locations of drainage basins
• Slope analysis
• Ownership of the preserve areas
• Management entity
• Endowment amount/annual budget amount
1.4 HRS/Dudek will coordinate with the resource agencies, including California Department
of Fish and Wildlife and U.S. Army Corps of Engineers to conduct a site visit and present to the
agencies the actions that are proposed. No permitting is proposed under this task.
Total for Task I $5,000.00
TASK 2 - DEVELOP SWPPP GUIDELINES
2.1. HRS/Dudek will perform initial assessment to determine areas of potential impacts (i.e.
potential floods, erosion, and geologic hazards) from water-generated erosion on land
where the potential for erosion is exacerbated by post-fire conditions.
2.2. HRS/Dudek will conduct ground verification survey of burn area in concert with aerial
survey.
Post Fire Erosion Hazard Mitigation Services
2.3. HRS/Dudek will perform initial hydrologic and hydraulic assessments related to storm
discharge from watersheds (pre- and post-fire).
2.4. HRS/Dudek will identify drainage facilities requiring preventive cleaning.
2.5. HRS/Dudek will identify locations requiring construction of temporary sediment basins
or modifications to existing sediment basins.
2.6. HRS/Dudek will identify locations requiring immediate temporary velocity reduction
measures.
2.7. HRS/Dudek will determine burn area impacts to receiving waters.
2.8. HRS/Dudek will identify issues and concerns (i.e. potential floods, and erosion) caused
by or exacerbated by the fires.
2.9. HRS/Dudek will develop goals and objectives to reduce sediment delivery; reduce short-
term erosion; reduce long-term erosion through vegetative establishment; and maximize
public awareness.
2.10. HRS/Dudek will perform a hazard evaluation and develop recommendations to mitigate
erosion-related hazards.
2.11. HRS/Dudek will provide a SWPPP template showing the install erosion control
measures per the analysis provided above including BMPs as well as biological BMPs
including erosion control hydroseed.
Total for Task 2 $20,000.00
TASK 3 - CONTINGENCY BUDGET
3.1 HRS/Dudek will provide as-needed tasks that may include HOA outreach, meetings to
discuss needs and issues, purchase of erosion control seed mixes, or other tasks as
needed based on tasks I and 2 above.
Total for Task 3 $4,950.00
^IIRS '^''^^ Erosion Hazard Mitigation Services
COST ESTIMATE
Please find attached the HRS and Dudek Standard Rate Schedules. We will bill the project
T&M, not to exceed $29,950.00.
Post Fire Erosion Hazard Mitigation Services