HomeMy WebLinkAboutHDR Engineering Inc; 2015-05-19;MASTER AGREEMENT FOR ENVIRONMENTAL PEER REVIEW SERVICES
HDR Engineering, Inc. tfr
T S AGREEMENT is made and entered into as of the 1~ day of
---1...:...\!P"-f---' 20.{5_, by and between the CITY OF cARfSBAD, a municipal
corporation, h reinafter referred to as "City", and HDR Engineering, Inc., hereinafter referred to
as "Contractor."
RECITALS
A. City requires the professional services of a consultant that is experienced in
providing third party peer review services for environmental impacts.
B. The professional services are required on a non-exclusive, project-by-project
basis.
C. Contractor has the necessary experience in providing professional services and
advice related to providing third party peer review services for environmental impact.
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.
Contractor's obligations with respect to any project granted to Contractor under this Agreement
will be as specified in the Task Description for the project (see paragraph 5 below).
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.
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. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten
( 1 0) days after receipt of notification to proceed by City and be completed within the time specified
in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific
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Task Description may be granted if requested by Contractor and agreed to in writing by the City
Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager
or Director will give allowance for documented and substantiated unforeseeable and unavoidable
delays not caused by a lack of foresight on the part of Contractor, or delays caused by City
inaction or other agencies' lack of timely action. In no event shall a specific Task Description
exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed One
hundred thousand dollars ($1 00,000) per Agreement year. If the City elects to extend the
Agreement, the amount shall not exceed One hundred thousand dollars ($1000,000) per
Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's
Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor,
City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which,
upon signature by Contractor and for City, the City Manager or Director, will be considered a part
of this Agreement. The Task Description will include a detailed scope of services for the particular
project being considered and a statement of Contractor's fee to complete the project in
accordance with the specified scope of services. The Task Description will also include a
description of the method of payment and will be based upon an hourly rate, percentage of project
complete, completion of specific project tasks or a combination thereof.
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
with holdings 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.
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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-: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.
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 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.
1 0.1.1 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.
1 0.1.2 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.
1 0.1.4 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.
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1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
1 0.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
1 0.2.2 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.
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.
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14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Glen Van Peski Name Tim Gnibus
Title CEO -Director Title Environmental Science Business
Class Lead
Dept Community & Economic Address 8690 Balboa Avenue, Ste. 200
Development San Diego, CA 92123
CITY OF CARLSBAD
Address 1635 Farada~ Avenue Phone 858-712-8400
Carlsbad, CA 92008 Email
Phone 760-602-2783
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
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.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
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to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City at the 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.
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
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and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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.
Executed by Contractor this__,/C-.1( ___ day of J1?Uf '20J.J:_.
CONTRACTOR-HDR Engineering,
Inc.
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: &L-\ ~ ~·~r or-Mi19e: ot QiyisieA 9ireetor
as authgri~Qd ey tt:le Oily Mar tager
(sign here)
jVlovw1s t!Pztrz /~1(. Vf<.£ Ptesidef?t
(print name/title) ATTEST:
(sig ) BARBARA E
[h,ni<.. H. ~aj,ardo/fkinuv, llss. ~RbJ,c_ Nof4~ity Clerk
(pr" t namJ/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
CITY OF CARLSBAD, a municipal corporation of the State of California
APPROVED AS TO FORM:
CELIA A. BRE R, c·ty Attorney
BY:
7 City Attorney Approved Version 4/1/15
ACKNOWLEDGMENT
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 los 1t1YI ~ ~ e.s
On MIA14 11 1 7-o \ S before me, f\Ylni e.. H. 'fa.\avdo
(insert name and t tie of the officer)
personally appeared :\no\1\A.?\. S \. k.\\1\A
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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 my hand and official seal. ~. ANNIE M. FAJARDO ~~ Commilllon # 2108317 ~ Notary Public -California
z los Angeles County 1 • 4 4 1 ._ ~-Co~m fXP"?S ~pr 10. 201d
Signature ~ H.fs~ (Seal)
CERTIFICATE
The undersigned hereby certifies that she is the Assistant Secretary of HDR Engineering,
Inc., a Nebraska corporation (the "Corporation"), and that, as such, has custody of the minute
books of the Corporation, and that, by Consent and Agreement of the Board of Directors dated
May 21, 2014, the following resolution was unanimously adopted:
"RESOLVED, that effective immediately, and until June 20, 2015, or until
termination of said individual from the Corporation, or until recision by the Corporation's
Board of Directors, whichever occurs first, the following individuals are hereby granted the
nondelegable authority to execute or approve on behalf of the Corporation, contracts for
engineering services and architectural services incidental to engineering services to be
rendered by the Corporation, . . . , or releases of claim or lien in connection with such
services, such contracts or releases so executed or approved shall be binding upon the
Corporation:
... Brent R. Felker -Executive Vice President .. .
. . . Sharon M. Greene-Senior Vice President .. .
. . . Thomas T. Kim -Senior Vice President .. .
. . . David A. Ludwin -Senior Vice President .. .
. . . Laurie L. Roden -Senior Vice President .. .
. . . Michael I. Schneider -Senior Vice President ...
. . . Kip D. Field -Vice President ...
. . . Jonny B. Rohrer-Authorized Representative ...
Further, by Consent and Agreement of the Board of Directors dated
October 1, 2014, the following resolution was unanimously adopted:
"FURTHER RESOLVED, that effective September 29, 2014, Randy N. Altshuler,
Vice President, is hereby added as a signatory for the Corporation."
The undersigned further certifies that the foregoing resolutions have been spread in full
upon the minute books of the Corporation and are in full force and effect.
DATED Qc±. /?,2014.
.. ~~~ ..
Bonnie J. Kudro , Asst. Secretary
Exhibit 'A'
Scope of Services
1. Third-party peer review services of environmental impact studies, including but not limited to;
biology, cultural, paleontological, agricultural, noise, air quality, greenhouse gas.
2. Professional representation at public meetings, as well as attendance as requested at other
internal and external meetings.
3. Preparation of memos and reports summarizing findings, including incorporating peer reviews
performed by other firms.
4. Other duties as directed.
HDR ENGINEERING, INC.
Southern California Operations
STANDARD CHARGES FOR PROFESSIONAL SERVICES
Effective January 1, 2015 to December 31, 2015
Civil/Structure/Rail/Roadway Engineering
Right of Way, GIS, Environmental, Transportation Architecture
From To
$/hr $/hr
Sr. Company Officer 269 329
Principal.in Charge, QA/QC 244 310
Sr. Environmental Manager/PM 256 269
Sr. Structures Manager/PM 186 264
Sr. Transit Manager/PM 164 271
Sr. Highway Manager/PM 176 276
Transportation Architects 113 210
Transportation Planners 85 197
Geotech nica I 85 199
Highway Engineer 96 171
Transit Engineer 110 145
Structures Engineer 104 136
Environmental Engineer/Planner 81 153
Right of Way 73 163
CADD/Sr. Designer/Designer 75 141
Project Administrator 67 118
EIT 83 96
Biologist 67 93
Intern 52 58
* Billing rates subject to 5% escalation effective January 1, 2016
Reimbursable Expenses
Technology Charge
Vehicle Mileage
Outside Services (mark-up):
Subconsultants *
Printing*
Outside Reproduction *
Equipment Rental *
Shipping/Postage*
$ 3. 70 per hour
$ 0.57 per mile (or per IRS Regulations)
(applied to total price)
(applied to cost of Printing)
(applied to cost of Outside Reproduction)
(applied to cost of Equipment Rental)
* These are project by project decisions (mark-up between 5-10%)
Donna Heraty
From: Donna Heraty
Sent: Friday, May 22, 2015 3:18 PM
'tim.gnibus@hdrinc.com'
Shelley Collins
To:
Cc:
Subject: REQUIRED CONFUCT OF INTEREST
Resolution No. 2015-050.pdf Attachments:
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. 2015-050, 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 May 19, 2015.
• Even if there 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 5:00 PM, JUNE 19, 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
In addition, when your contract with the City of Carlsbad is completed, the consultant/vendor 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 CJSSessed 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.
~ \..:~ '~CITY Oi
CARLSBAD
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
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Task Description may be granted if requested by Contractor and agreed to in writing by the City
Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager
or Director will give allowance for documented and substantiated unforeseeable and unavoidable
delays not caused by a lack of foresight on the part of Contractor, or delays caused by City
inaction or other agencies' lack of timely action. In no event shall a specific Task Description
exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed One
hundred thousand dollars ($1 00,000) per Agreement year. If the City elects to extend the
Agreement, the amount shall not exceed One hundred thousand dollars ($1000,000) per
Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's
Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor,
City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which,
upon signature by Contractor and for City, the City Manager or Director, will be considered a part
of this Agreement. The Task Description will include a detailed scope of services for the particular
project being considered and a statement of Contractor's fee to complete the project in
accordance with the specified scope of services. The Task Description will also include a
description of the method of payment and will be based upon an hourly rate, percentage of project
complete, completion of specific project tasks or a combination thereof.
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
with holdings 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.
2 City Attorney Approved Version 4/1/15
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-: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.
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 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.
1 0.1.1 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.
1 0.1.2 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.
1 0.1.4 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.
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1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
1 0.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
1 0.2.2 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.
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.
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14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Glen Van Peski Name Tim Gnibus
Title CEO -Director Title Environmental Science Business
Class Lead
Dept Community & Economic Address 8690 Balboa Avenue, Ste. 200
Development San Diego, CA 92123
CITY OF CARLSBAD
Address 1635 Farada~ Avenue Phone 858-712-8400
Carlsbad, CA 92008 Email
Phone 760-602-2783
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
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.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory
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to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City at the 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.
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
6 City Attorney Approved Version 4/1/15
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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.
Executed by Contractor this__,/C-.1( ___ day of J1?Uf '20J.J:_.
CONTRACTOR-HDR Engineering,
Inc.
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: &L-\ ~ ~·~r or-Mi19e: ot QiyisieA 9ireetor
as authgri~Qd ey tt:le Oily Mar tager
(sign here)
jVlovw1s t!Pztrz /~1(. Vf<.£ Ptesidef?t
(print name/title) ATTEST:
(sig ) BARBARA E
[h,ni<.. H. ~aj,ardo/fkinuv, llss. ~RbJ,c_ Nof4~ity Clerk
(pr" t namJ/title)
Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
CITY OF CARLSBAD, a municipal corporation of the State of California
APPROVED AS TO FORM:
CELIA A. BRE R, c·ty Attorney
BY:
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ACKNOWLEDGMENT
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 los 1t1YI ~ ~ e.s
On MIA14 11 1 7-o \ S before me, f\Ylni e.. H. 'fa.\avdo
(insert name and t tie of the officer)
personally appeared :\no\1\A.?\. S \. k.\\1\A
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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 my hand and official seal. ~. ANNIE M. FAJARDO ~~ Commilllon # 2108317 ~ Notary Public -California
z los Angeles County 1 • 4 4 1 ._ ~-Co~m fXP"?S ~pr 10. 201d
Signature ~ H.fs~ (Seal)
CERTIFICATE
The undersigned hereby certifies that she is the Assistant Secretary of HDR Engineering,
Inc., a Nebraska corporation (the "Corporation"), and that, as such, has custody of the minute
books of the Corporation, and that, by Consent and Agreement of the Board of Directors dated
May 21, 2014, the following resolution was unanimously adopted:
"RESOLVED, that effective immediately, and until June 20, 2015, or until
termination of said individual from the Corporation, or until recision by the Corporation's
Board of Directors, whichever occurs first, the following individuals are hereby granted the
nondelegable authority to execute or approve on behalf of the Corporation, contracts for
engineering services and architectural services incidental to engineering services to be
rendered by the Corporation, . . . , or releases of claim or lien in connection with such
services, such contracts or releases so executed or approved shall be binding upon the
Corporation:
... Brent R. Felker -Executive Vice President .. .
. . . Sharon M. Greene-Senior Vice President .. .
. . . Thomas T. Kim -Senior Vice President .. .
. . . David A. Ludwin -Senior Vice President .. .
. . . Laurie L. Roden -Senior Vice President .. .
. . . Michael I. Schneider -Senior Vice President ...
. . . Kip D. Field -Vice President ...
. . . Jonny B. Rohrer-Authorized Representative ...
Further, by Consent and Agreement of the Board of Directors dated
October 1, 2014, the following resolution was unanimously adopted:
"FURTHER RESOLVED, that effective September 29, 2014, Randy N. Altshuler,
Vice President, is hereby added as a signatory for the Corporation."
The undersigned further certifies that the foregoing resolutions have been spread in full
upon the minute books of the Corporation and are in full force and effect.
DATED Qc±. /?,2014.
.. ~~~ ..
Bonnie J. Kudro , Asst. Secretary
Exhibit 'A'
Scope of Services
1. Third-party peer review services of environmental impact studies, including but not limited to;
biology, cultural, paleontological, agricultural, noise, air quality, greenhouse gas.
2. Professional representation at public meetings, as well as attendance as requested at other
internal and external meetings.
3. Preparation of memos and reports summarizing findings, including incorporating peer reviews
performed by other firms.
4. Other duties as directed.
HDR ENGINEERING, INC.
Southern California Operations
STANDARD CHARGES FOR PROFESSIONAL SERVICES
Effective January 1, 2015 to December 31, 2015
Civil/Structure/Rail/Roadway Engineering
Right of Way, GIS, Environmental, Transportation Architecture
From To
$/hr $/hr
Sr. Company Officer 269 329
Principal.in Charge, QA/QC 244 310
Sr. Environmental Manager/PM 256 269
Sr. Structures Manager/PM 186 264
Sr. Transit Manager/PM 164 271
Sr. Highway Manager/PM 176 276
Transportation Architects 113 210
Transportation Planners 85 197
Geotech nica I 85 199
Highway Engineer 96 171
Transit Engineer 110 145
Structures Engineer 104 136
Environmental Engineer/Planner 81 153
Right of Way 73 163
CADD/Sr. Designer/Designer 75 141
Project Administrator 67 118
EIT 83 96
Biologist 67 93
Intern 52 58
* Billing rates subject to 5% escalation effective January 1, 2016
Reimbursable Expenses
Technology Charge
Vehicle Mileage
Outside Services (mark-up):
Subconsultants *
Printing*
Outside Reproduction *
Equipment Rental *
Shipping/Postage*
$ 3. 70 per hour
$ 0.57 per mile (or per IRS Regulations)
(applied to total price)
(applied to cost of Printing)
(applied to cost of Outside Reproduction)
(applied to cost of Equipment Rental)
* These are project by project decisions (mark-up between 5-10%)
Donna Heraty
From: Donna Heraty
Sent: Friday, May 22, 2015 3:18 PM
'tim.gnibus@hdrinc.com'
Shelley Collins
To:
Cc:
Subject: REQUIRED CONFUCT OF INTEREST
Resolution No. 2015-050.pdf Attachments:
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. 2015-050, 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 May 19, 2015.
• Even if there 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 5:00 PM, JUNE 19, 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
In addition, when your contract with the City of Carlsbad is completed, the consultant/vendor 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 CJSSessed at $10.00 per day,
not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013.
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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.
~ \..:~ '~CITY Oi
CARLSBAD
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
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