HomeMy WebLinkAboutLos Angeles, City of / Bd of Harbor Commissioners; 2009-05-26; 1419-8EXHIBIT 2
LAHD AGREEMENT NO. 1419-8
REIMBURSEMENT AGREEMENT BETWEEN
THE CITY OF CARLSBAD AND
THE CITY OF LOS ANGELES FOR COMPLETION OF THE
LONG TERM BIOLOGICAL MONITORING OF THE BATIQUITOS LAGOON
ENHANCEMENT PROJECT.
THIS AGREEMENT is made and entered into by and between the CITY OF
CARLSBAD, a municipal corporation of the State of California, hereinafter referred to as
CITY and the City of Los Angeles acting by and through the Board of Harbor
Commissioners hereinafter referred to as BOARD.
RECITALS
WHEREAS, BOARD and CITY are parties to a Memorandum of Agreement (MOA)
with various federal and state agencies which established procedures and responsibilities
for design, construction and maintenance of the Batiquitos Lagoon Restoration Project
(Project); and
WHEREAS, on December 10, 1996, the BOARD entered into LAHD Agreement No.
1419-7 to reimburse CITY for the completion of long term (10 year) biological
monitoring of the restored lagoon as required in state and federal permit conditions and to
assist City with administration of the Project monitoring; and
WHEREAS, in accordance with LAHD Agreement No. 1419-7, CITY engaged the firm
of Merkel and Associates, Inc., hereinafter referred to as CONSULTANT, to perform all
the services necessary to complete the long term biological monitoring services for the
Project; and
WHEREAS, CONSULTANT provided monitoring reports at years 1, 2, 3, and 5 post
lagoon restoration; and
WHEREAS, LAHD Agreement No. 1419-7, incorporated herein as Exhibit A, expired
prior to the completion of the final monitoring report for year 10.
Now, THEREFORE, in consideration of the covenants and conditions, it is agreed as
follows:
1. CITY's Responsibility. CITY will provide to Board the final CONSULTANT
monitoring report for year 10 by June 30, 2009, prepared in accordance with the
agreement to conduct long term biological monitoring of Batiquitos Lagoon
between CITY and CONSULTANT ("Consultant Agreement"), which
Consultant Agreement is attached as Exhibit B, and incorporated herein by
reference.
2. BOARD'S Reimbursement for CITY costs. BOARD shall reimburse CITY up to
$330,000 for i) costs incurred by CITY under Consultant Agreement for the final
monitoring report for year 10; and ii) CITY'S administrative costs incurred under
Consultant Agreement within 30 days of receipt of an invoice from City.
3. Acceptability of Consultant Work. In the event the BOARD or CITY through
their Project Directors are not satisfied with CONSULTANT'S work then the
CITY Project Director shall be obliged to meet and confer in good faith with the
Director of Environmental Management to correct the dissatisfaction. In the
event that, after meeting and conferring in good faith, the parties are unable to
agree, a meeting of the CITY'S City Manager and BOARD'S Executive Director
shall be held to resolve the dispute.
4. Effective Date and Term. The effective date of this Agreement is the date of the
last signature fully executing this Agreement. The term of this Agreement shall
be for six (6) months from the effective date.
5. Proprietary Information. CITY'S Consultant Agreement shall provide that the
work product of CONSULTANT retained by CITY shall be owned jointly by
CITY and BOARD and shall not be released to any other party or used for any
purpose by the CONSULTANT without the consent of both CITY'S and
BOARD'S Project Directors.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
day and year first above written.
CITY OF CARLSBAD, a Municipal Corporation of the State of California
Carlsbad City Attorney
CITY OF LOS ANGELES, by and through its Board of Harbor Commissioners
By
Executive Director
Attest
Board Secretary
APPPROVED AS TO FORM:
By
Los Angeles Assistant City Attorney
,2009
LAHD AGREEKRNT NO. 1419-7
REIMBURSEMENT AGREEMENT BETWEEN
THE CITY OF CARLSBAD AND
THE CITY OF LOS ANGELES FOR
LONG TERM BIOLOGICAL MONITORING OF THE
BATIQUITOS LAGOON ENHANCEMENT PROJECT
LAHD
EXHIBIT A
HARBOR DEPARTMENT
AGREEMENT /#?- 7
CITY OF LOS ANGELES
THIS AGREEMENT is made this day of
1996, between the CITY OF CARLSBAD, a municipal corporation of the
State of California, hereinafter referred to as CITY, and the City
of Los Angeles acting by and through the Board of Harbor
Commissioners hereinafter referred to as BOARD.
RECITALS
WHEREAS, BOARD and CITY are nearing completion of a project
identified as the enhancement of Batiquitos Lagoon (Project) as
mitigation for Los Angeles Harbor fills; and
WHEREAS, BOARD and CITY are parties to an Agreement ( "MOA" )
with various- federal and state agencies which established
procedures and responsibilities for design, construction and
maintenance of the Project; and
WHEREAS, CITY has during the course of Project development
accepted permit conditions requiring CITY to monitor the Project;
and
WHEREAS, CITY has received proposals and is now proposing to
award a contract for the long term monitoring of the completed
project; and
WHEREAS it is necessary for CITY and BOARD to enter into an
Agreement to complete the MOA and fulfill the monitoring/permit
requirements; and
WHEREAS, BOARD will fund the amount necessary to monitor the
Project and to assist City with administration of the Project
monitoring .
Now, THEREFORE, in consideration of the covenants and
conditions, it is agreed as follows:
1. Carlsbad's Retention of Consultant. CITY will engage the
firm of Merkel and Associates, Inc. hereinafter referred to
as CONSULTANT to perform all the services necessary to
complete the long term biological monitoring services for the
Batiquitos Project as described more specifically in
Agreement between CITY and CONSULTANT.
2. BOARD'S Reimbursement for CITY Costs. Unless this agreement
is first amended in writing by BOARD and CITY, the not-to-
exceed amount of this reimbursement agreement is $1,883,876
(see Exhibit 1) for i) long term biological monitoring
consultant costs incurred through CITY Contract with
CONSULTANT at a not-to-exceed $1,794,168 (Exhibit 2) and ii)
CITY administrative costs associated with this CONSULTANT'S
agreement at a not-to-exceed $89,708 (Exhibit 1). CONSULTANT
costs shall be based on the compensation provisions of the
CITY - CONSULTANT agreement (Exhibit 2} . CITY shall be
compensated at a rate of five (5) percent of CONSULTANT
invoices.
Properly prepared invoices of CONSULTANT shall be forwarded
to CITY and BOARD for direct payment to CONSULTANT by BOARD
in a timely manner. Upon approval of CONSULTANT invoices,
CITY administrative costs shall be paid to CITY using the
form attached as Exhibit 3.
3. Availability of Funding. The Board's obligation for payment
of any contract funds beyond the current fiscal year end is
contingent upon the availability of funding from which
payment can be made. No legal liability on the part of the
Board shall arise for payment beyond June 30 of the calendar
year unless funds are made available for such performance.
4. Pro-iect Directors. Both BOARD and CITY shall appoint one (1)
Project Director each to represent BOARD and CITY to
administer the project in the following way:
a. The Project Directors shall have joint authority to
authorize and execute monitoring change orders
increasing or decreasing the contract amount in excess
of $50,000 per change order as long as any increases do
not exceed the CONSULTANTS $100,000 contingency amount
of Exhibit 1 to this agreement. Changes in excess of
the amounts specified in Exhibit 1 shall be approved in
advance by CITY and BOARD. Project Directors have joint
authority to move funds between tasks specified in
Exhibit 2.B., and to approve increases and decreases to
the contract time. CITY agrees it will not amend or
terminate the Consultant agreement without approval from
BOARD'S Executive Director.
b. For the purposes of this paragraph 4 and other
paragraphs of this agreement, the "joint authority" of
the parties shall be defined as the mutual obligation to
meet and confer in good faith with joint authorization
occurring if the parties are in agreement. In the event
that, after meeting and conferring in good faith, the
parties are unable to agree, a meeting of the City
Manager and the BOARD'S Executive Director shall be held
to resolve the item in dispute.
5. Acceptability of Consultant Work. In the event the BOARD or
CITY through their Project Directors are not satisfied with
CONSULTANT'S work then CITY Project Director shall be obliged
to meet and confer in good faith with BOARD Project Director
to correct the dissatisfaction in accordance with the "joint
authority" provisions of paragraph 4.b. Above.
6. Appointment of Proi'ect Directors. Board's Executive Director
and the CITY'S City Manager shall each appoint a Project
Director for the Project. It is understood that the Project
Directors initially appointed are: Mr. Gary Wayne for the
CITY and Dr. Ralph Appy for the BOARD. Should one or both of
the Project Directors need to be replaced over the term of
the agreement, then the new Project Director (s) must be
acceptable to both the Executive Director and City Manager.
Acceptance of the Project Director shall be by written
notification.
7. Term. The term of this reimbursement agreement is 3923 days
from the date of the last signature.
8. Proprietary Information. The work product of CONSULTANT
retained by CITY shall be owned jointly by CITY and BOARD and
shall not be released to any other party or used for any
purpose by the CONSULTANT without the consent of both CITY
and BOARD Project Directors.
10-
IN WITNESS WHEREOF, the parties hereto have executed this
agreement on the day and year first above written.
CITY
the S
OF ILSBAD, a Municipal Cooperation of
California
Attest
ALETHA L. RAUTENKRANZ, City
CITY OF LOS ANGELES, by and through its Board
of Harbor Commissioners
APPROVED AS TO FORM:
By.
/ Executive Director
RONALD R. BALL, /City Attorney
. 1996
APPROVED
By_', 1996
RAYMOND P-^BENDER, Assistant City^Attorney
Budget - FY194&/
Funds Available, Dateund
A
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H
Exhibit 1
LAHD REIMBURSEMENT AGREEMENT 1419-7
EXHIBIT 1
CONTRACTUAL SERVICES
AND
CARLSBAD ADMINISTRATIVE SERVICES
FOR LONG TERM MONITORING PROGRAM FOR THE
BATIQUJTOS LAGOON ENHANCEMENT PROJECT
1. SUBAGREEMENT1 - CONSULTANT SERVICES
Merkel & Associates, Inc. - Contract Amt. S 1,694,168
Long Term Monitoring Services Contingency $ 100,000
City of Carlsbad Agmt. S 1,794,168
II. SUBAGREEMTN 2 - CARLSBAD ADMINISTRATIVE SERVICES
Staff Salaries, Supplies, Travel* 5% of Contractual
Services $ 89,708
III. SUMMARY
Contractual Services $ 1,794,168
Carlsbad Administrative Services S 89.708
Not-To-Exceed S 1,883,876
*The reimbursement to Carlsbad for administrative services will be automatically paid
to Carlsbad as 5 percent of the contractual services invoices.
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