Loading...
HomeMy WebLinkAboutLos Angeles, City of / Bd of Harbor Commissioners; 2009-07-01; 1419-8LAHD 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 60 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. Ill III nun nun IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written. CITY OF CALRSBAD, a Municipal Corporation of the State of California By. Mayor Attest City Clerk APPROVED AS TO FORM: By , 2009 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: /a 2009 Account* Ctr/Div# Proj/Prog#II iti, w.o. # Job Budget FY: Amount: TOTAL For Acct/Budget Div. Use Only Verified by: Verified Funds Available: Date Approved: 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. Mayor Attest APPROVED AS TO FORM: City Clerk \ c^-*eja-e_ Carlsbad City Attorney _, 2009 CITY OF LOS ANGELES, by and through its Board of Harbor Commissioners By Executive Director Attest Board Secretary APPROVED AS TO FORM: By._, 2009 Los Angeles Assistant City Attorney LAHD AGREEMENT 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 HARBOR DEPARTMENT AGREEMENT Pfff- 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 EXHIBIT A 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. Project 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. stability 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 Project 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. 1 1 1 1 1 1 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written. CITY the S OF ), a Municipa^l Corporation of lifornia CLAUDE A. LEWIS, Mayor Attest ALETHA L. RAUTENKRANZ, City C^erk CITY OF LOS ANGELES, by and through its Board of Harbor Commissioners APPROVED AS TO FORM: By_ ", Executive Director ; RONALD R. BALL, GltyJAttorney APPROVED AS ., 1996 , 1996 \ RAYMOND PV"BENDER, Assistant Ciby Attorney Budget - FY19 Furuls Available, Date Exhibit 1 LAHD REIMBURSEMENT AGREEMENT 1419-7 EXHIBIT 1 CONTRACTUAL SERVICES AND CARLSBAD ADMINISTRATIVE SERVICES FOR LONG TERM MONfTORING PROGRAM FOR THE BATIQUITOS LAGOON ENHANCEMENT PROJECT I. SUBAGREEMENT1 - CONSULTANT SERVICES Merkel & Associates, Inc. - Contract Amt. $ 1,694,168 Long Term Monitoring Services Contingency $ 100,000 City of Carlsbad Agmt. $ 1,794,168 II. SUBAGREEMTN 2 - CARLSBAD ADMINISTRATIVE SERVICES Staff Salaries, Supplies, Travel* 5% of Contractual Services $ 89,708 III. SUMMARY Contractual Services S 1,794,168 Carlsbad Administrative Services & 89.708 Not-To-Exceed $ 1,883,876 'The reimbursement to Carlsbad for administrative services will be automatically paid to Carlsbad as 5 percent of the contractual services invoices. Exhibit 2 AGREEMENT TO CONDUCT LONG TERM BIOLOLOGICAL MONITORING OF BAT1QUITOS LAGOON THIS AGREEMENT, made and entered into as of the day of , 19 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City's and Merkel & Associates, Inc., Hereinafter referred to as "Consultant." RECITALS City requires the services of Merkel and Associates, Inc., Consultant, to provide the necessary services to conduct long term monitoring of Batiquitos Lagoon and to prepare the appropriate analysis and documentation for this monitoring; and Consultant possesses the necessary skills and qualifications to provide the services required by the City; the City has entered into a reimbursement agreement with the Board acting by and through the Board of Harbor Commissioners (Board) in order to carry out the proposed long term monitoring. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. CONSULTANTS OBLIGATIONS The Consultant shall: A. Conduct the necessary tasks required to carry out the long term biological monitoring program for the Batiquitos Lagoon Enhancement Project as identified in the scope of work dated December 3, 1996 a copy of which is attached (Exhibit A - Scope of Work) and incorporated by reference herein. B. Participate in such meetings as may be required in conjunction 1 with the long term monitoring plan and which are specified in Exhibit A "Scope of Work." Q Provide assistance to City and Board in presenting the information gathered pursuant to the scope of work in meetings with and proceedings before the California Coastal Commission, California Department of Transportation and other regulatory/resource agencies, if City and Board deem such assistance is necessary. D. Provide all personal transportation and equipment during the course of this agreement. E Hold harmless all land owners granting permission for Consultant to enter and conduct the required studies as identified in the "Scope of Work" from Liabilities arising from the negligence of Consultant. F. Perform all functions, responsibilities, and requirements to accomplish the long term monitoring program for the Batiquitos Lagoon Enhancement Project as specified in the "Scope of Work" Exhibit A herein above referred. G Cooperate fully with any consultants retained by City or Board during contact term or after termination in regard to any aspect of contract work. CITY OBLIGATIONS The City shall: A. Make available to the Consultant its records, reports, and other documents deemed necessary to properly perform the services required by the City. B Review materials submitted by Consultant in a timely manner so that the Consultant can adhere to the time schedule contained in the "Scope of Work" - Exhibit A. C. Announce and advertise meetings, with Consultant's assistance, related to the completion of this agreement. D. Provide a Project Director who shall act on behalf of the City in the execution of this agreement. 3. PROGRESS AND COMPLETION The work under this contract will begin upon receipt of a "Notice to Proceed" by the City and be completed within 3740 days of that date. Work to be done, milestones and submissions shall be provided in conformance with the schedule provided in Exhibit A. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the Project Director. The Project Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONSULTANT The total fixed fee payable for the services to be performed shall be $1,694,168 . Consultant agrees to complete all service for this fee. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work". The City reserves the right to withhold a percent retention until the project has been accepted by the City in accordance with the incremental payment schedule provided in Exhibit B . This payment schedule is based on the rate schedule provided in Exhibit C. Consultant understands that the fixed fee and payment schedule of Exhibit B includes all costs associated with carrying out the work including labor, mark up of subconsultants costs (which shall not exceed seven (7) percent), overhead, profit, any and all expenses, reimbursibles, travel, equipment, computer time, postage, and utilities. 5. DURATION OF CONTRACT This agreement shall extend for a period of 3740 days from date thereof. The contract may be extended by the Project Director for one additional six month (6) period (183 days) or parts thereof, based upon a review of satisfactory performance and the City's needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be paid in the course of City business following delivery of invoices to the City and Board provided, however, that no fees shall be paid until the invoices have been approved by City and Board. City reserves the right to withhold quarterly payments if City determines that said submittal is incomplete or work to be carried out was not completed. Further, in accordance with Exhibit B City, will withhold a portion of annual contract payment until the annual final report has been accepted by City and Board. Payment of any invoices pursuant to this section shall not constitute a waiver by City of any breach of any part of this agreement. 7. SUBMISSIONS Consultant shall deliver to City and Board all submittals in accordance with the schedule provided in Exhibit A. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Consultant or the City in consultation with the Board, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City and the Board by Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172 and in accordance with the reimbursement agreement between the City and Board. The Project Director shall have the authority to adjust the cost and term of this agreement within the limits of the City/Board Reimbursement Agreement (LAHD 1419-7) without additional City approval. Such Amendment shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant 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, the City shall have the right to annul this agreement without liability, or, in this discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. 10. NONDISCRIMINATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OR SUSPENSION OF CONTRACT In the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this contract, the City Manager may terminate this contract for nonperformance by notifying the Consultant by certified mail of the termination of the consultant. The Consultant, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the City Project Director. The Project Director shall make a determination of fact based upon the documents delivered to City of the percentage of work which the .Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon the finding as reported to the City Manager, the Manager shall determine the final payment of the contract. This agreement may be terminated by the City upon tendering thirty (30) days written notice to Consultant. In the event of such termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. It is understood and agreed that City in consultation with Board may suspend work being performed under this Agreement for any reason upon giving to Consultant 10 (ten) days notice in writing of its election to suspend this Agreement. Upon expiration of said ten (10) day period, Consultant shall cease the performance of the work thereunder. City shall be entitled to have as its property all preliminary exhibits, plans, calculation, reports, text, and other data prepared by Consultant and shall pay Consultant, therefore, in accordance with the immediate foregoing paragraph. Consultant shall not commence any services without written approval from the City. 12. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the Consultant or the City Project Director. A copy of such documented dispute shall be forwarded to both parties involved and the Board along with recommended methods of resolution which would be of benefit to both parties. The City Project Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall .be forwarded to the City Council for their resolution through the Office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 13. CLAIMS AND LAWSUITS The Consultant agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Consultant acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Consultant may be subject to criminal prosecution. The Consultant acknowledges that California Government Code sections 12650 et seq.. the False Claims Act, 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 the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Consultant acknowledges that the filing of a false claim may subject the Consultant to an administrative debarment proceeding wherein the Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five years. The Consultant acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the consultant from the selection process. (Initial) 8 The consultant acknowledges that a significant portion of the scope of work has been the result of interagency coordination and therefore consultant activities must be carried out in a manner consistent with the scope of work. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027, and 3.32.028 pertaining to false claims are incorporated herein by reference. (Initial) 14. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent consultant and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The persons used by the Consultant to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Consultant is an independent consultant of the City. The payment made to the Consultant pursuant to the contract shall be the full and complete compensation to which the Consultant is entitled. The City shall not make any federal or state tax withholdings on behalf of the Consultant or his/her employees or subconsultant. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Consultant or his/her employees or subcontractors. The Consultant agrees to indemnify the City and Board within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of the Consultant or any employee or subconsultant of the Consultant for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Consultant. The Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subconsultants and Consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all work and work products to conform to all applicable requirements of law: federal, state and local. Consultant shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary and at the request of the Project Director. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and analyses as herein required are the joint property of the City and the Board, whether the work for which they are made be executed or not. In the event this contract is terminated, two copies of . all documents, plans, specifications, drawings, reports, studies, and analyses shall .be delivered forthwith to the City and to the Board in both hard copy and in electronic format in adherence with the scope of work. Consultant shall have the right to make one (1) copy of the documentation for his/her records. Any use of information collected or prepared as a result of this agreement shall not be published, presented or otherwise used by the Consultant 10 without prior written approval of the Project Directors for City and Board. Consultant agrees that all work/analyses shall be carried on compatible, nonproprietary equipment and software to facilitate use by City and Board. 17. REPRODUCTION RIGHTS The Consultant agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and the Board and hereby agrees to relinquish all claims to such copyrights in favor of City and Board. 18. HOLD HARMLESS AGREEMENT Consultant agrees to indemnify and hold harmless the City of Carlsbad and the Board and their officers, officials, employees, agents and volunteers from and against all claims, damages, losses and expenses including attorney 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 consultant, any subconsultant, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad or Board. Consultant shall at his own expense, upon written request of the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Consultant's indemnification of City or Board shall not be limited by any prior or subsequent declaration by the consultant. 19. ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City 11 and Board. 20. SUBCONSULTING If the Consultant shall subconsult any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subconsultant and of the persons either directly or indirectly employed by the subconsultant, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this contract shall create any contractual relationship between any subconsultant of Consultant and the City. The Consultant shall bind every subconsultant and every subconsultant of a subconsultant by the terms of this contract applicable to Consultant's work unless specifically noted to the contrary in the subcontract in question approved in writing by the City and Board. It is understood that the Consultant intends to engage these subconsultants for performance of portions of the work: - Science Applications International Corporation - Kawasaki, Theilacka, Ueno & Associates (KTU+A) - Vantuna Research Group - Wetland Research Associates, Inc. 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. 12 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect of modify any of the terms or obligations herein contained nor entitle the Consultant to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Consultant will not be required to file a conflict of interest statement as a requirement of this agreement. However, Consultant hereby acknowledges that Consultant has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Consultant from this responsibility. 26. INSURANCE The Consultant shall obtain and maintain for the duration of the contract, and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in 13 connection with performance of the work hereunder by the consultant, his agents, representatives, employees or subconsultants. Said insurance shall 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-:Vn and shall meet with City's policy for insurance as stated in Resolution No. 91-403 and the insurance requirements of the Port. A. Coverages and Limits. Consultant shall maintain the types of coverages and minimum limits indicated herein: 1. Comprehensive General Liability Insurance. One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage and Two Million ($2,000,000) annual aggregate limit. Said insurance shall contain a defense of suits provision. Where consultant uses or operates vehicles (other than automobiles), watercraft or aircraft, coverage shall be provided as above. If aircraft insurance is held by a third party, City and Port must be named as additional insureds for the date of aircraft use. 2. Automobile Liability (if the use of an automobile is involved for contractor's work for the City). $1,000,000 combined single- limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident 14 for bodily injury. 4. Professional Liability. Errors and omissions liability appropriate to the consultant's profession with limits of not less than $1,000,000 per claim. Coverage shall be maintained for a period of five years following the date of completion of the work. B. Additional Provisions Consultant shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions: 1. The City and the Board and their officers, officials, employees, agents and volunteers shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. The consultant shall furnish certificates of insurance to the City and the Board before commencement of work. 3. The consultant shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City and Board sent by certified mail. 5. If the consultant fails to maintain any of the insurance coverages required herein, then the City will have the option to declare the consultant in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The consultant is responsible for any 15 payments made by the City to obtain or maintain such insurance and the City may collect the same from the consultant or deduct the amount paid from any sums due the consultant under this agreement. 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Consultant in connection with the foregoing are as follows: For City: Title: Asst. Director of Planning Name: Mr. Gary Wayne Address: 2075 Las Palmas Drive Carlsbad, CA 92009-4859 For Consultant: Title: Project Mgr./Prin. Consultant Name: Mr. Keith Merkel Address: 4455 Murphy Canyon Road, Suite 120 San Diego, CA 92123 For the purposes of this contract it is understood that Mr. Keith Merkel is the Consultant Project Manager and that this duty may not be reassigned without formal request by consultant and express written permission by City and Board. City and Board reserve the right to disallow change in Project Managers and reserve the right to select a qualified Project Manager at its discretion at no additional cost to the contract. This .Project Manager may be selected from consultant's firm or a qualified member of a subsonsultant listed herein. 16 28. BUSINESS LICENSE Consultant shall obtain and maintain City of Carlsbad and City of Los Angeles Business Licerises for the duration of the contract. 29. AVAILABILITY OF FUNDING The City'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 City shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance. 30. ENTIRE AGREEMENT . This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 17 Executed by Consultant this day of . 1 9 CONSULTANT, Merkel & Associates, CITY OF CARLSBAD, a municipal Inc. corporation of the State of California BARBARA L. MERKEL President KEITH W. MERKEL Vice President/Secretary By:_ City Manager or Mayor ATTEST: By:. ALETHA L. RAUTENKRNAZ City Clerk APPROVED AS TO FORM: RONALD R. BALL City Attorney By:_ Deputy City Attorney Merkel & Associates, Inc. Decembers. 1996 BATIQUITOS LAGOON LONG-TERM BIOLOGICAL MONITORING AND PILOT VEGETATION PROGRAM SCOPE OF WORK TASK 1.0 LONG TERM BIOLOGICAL MONITORING PROGRAM 1.1 Vegetation 1.1.1 Wide-scale Vegetation Assessment Vegetation Mapping The system-wide vegetation mapping and trend analyses to be conducted within the Lagoon will use several tools including aerial imagery and intermediate digital rectification topography, computer-enhanced spectral analyses, ground-truthing, GIS-assisted trend analyses and change quantification. Using the processed digital images of the false color infrared ortho-photographs taken in May-June, or alternatively, in August of years 1, 2, 3, 5, and 10, vegetation in and surrounding the lagoon will be plotted. Ground Truthing and Map Verification Once maps are plotted, ground-truthing will be conducted by random selection of 200 proof points, as well as focused reviews of problematic areas. In subsequent years, ground-truthing will be driven by annual GIS layer comparisons indicating changes between spectral reflectance of the near infrared and visible color bands. Again, proof points will be randomly selected, but selection will be from the reduced field of changed habitats. This approach will be continued for each consecutive year. Incidental Observations on Habitat Status During the course of field training and transect sampling (Task 1.1.2), areas showing high levels of disturbance, exotic species infestations, and vegetation stress, damage, or disease will be noted and identified using differential Global Positioning System (dGPS). Information will be incorporated into the monitoring year GIS vegetation layer as attribute codes on point or polygon data. The development of unique or high-interest vegetation (eg. the first occurrences of cordgrass, or evidence of new marsh drainage patterns) will also be noted using a comparable approach. Habitat Development Analyses To analyze habitat development trends, GIS vegetation layers will be used to illustrate habitat changes and to calculate habitat conversions or expansions into unvegetated areas. The M&A Team will include digital topography layers along with vegetation layers to better evaluate the role of elevation in habitat development. 1.1.2 Transect Vegetation Monitoring Sampling Approach M&A will generally adopt the sampling locations and approach taken in the 1994 pre-construction monitoring; however, the following modifications are to be made in order to increase the information yield: • An additional eighth monitoring station will be added along the southeastern portion of the site where San Marcos and Encinitas Creeks first enter the lagoon. • Soil samples will be taken along vegetation transects to determine grain size distribution, total organic carbon (TOC) content, redox potential, and nitrate-nitrogen. • Once transects are randomly established along a baseline extending perpendicular to the lagoon contours, they will be permanently monumented and will be re-surveyed each consecutive year. Elevations of die transects will be established by survey and sediment levels and monitored by the use of deeply-seated, off-set grade stakes. EXHIBIT A A-l Merkel & Associates, Inc. Decembers, 1996 • Vegetation transects will be documented photographically from a fixed position during each monitoring interval. • Along with the cover, overlap cover, and species composition, canopy height will be recorded to provide information on vegetation structure. Data Analyses and Reporting Quantitative vegetation data will be presented in bodi graphic and tabular layouts. Data will be evaluated based on standard reporting and 10-year success milestone requirements for pickleweed. In addition, data will be analyzed for species composition as a function of elevation and soil salinity; vegetation structure as a function of elevation, soil salinity, total organic carbon, and soil nitrate-nitrogen; and vegetation cover as a function of the same physical parameters. 1.2 Fisheries Studies Sampling Approach The fish monitoring program will include quarterly sampling conducted in January, April, July, and October of each monitoring year. A day/night sampling will be conducted at each quarterly monitoring interval during the first year. Equipment utilized will include large seine, small seine, square enclosure, beam trawl, purse seine, and otter trawl. Each type of equipment will be employed as required based upon water depth and sediment characteristics. Three-fold replication will be done for all stations and gear. Sampling will occur at the five stations established in the pre-dredging monitoring program and will be similar in location to the distribution of stations indicated in the present RFP. Differential GPS will be used for survey positioning and navigation of trawl lines of a standard length and locations. Along with the collection of fisheries information on species and individual counts, individual standard lengths, and biomass. Surficial abnormalities will be noted. Data Analysis Analytical treatment of the fish data will be conducted using both parametric and non-parametric statistics to evaluate temporal and spatial trends in fish community structures within the Lagoon. Statistical tools which will be applied in the analyses include a one-way analysis of variance (ANOVA) and SNK multiple range tests. Prior to statistical testing for community parameters, cluster analyses will be performed using the SAS procedure (PROC CLUSTER). 1.3 Benthic Investigations Infaunal Sampling Benthic invertebrates will be sampled twice a year (December-January and June-July) at each of the 5 stations discussed for fisheries studies. Samples will be collected intertidally between 2 and 4 feet MLLW and subtidally below -2 feet MLLW by shore staff working at low tide. At each station, a 6-inch (15 cm) core sampler will be used to extract 5 subtidal and 5 intertidal samples at randomized locations within 10 meters of the sampling station. A 100 gram subsample will be taken and washed through a 0.5mm sieve while the remainder of each sample will be washed dirough a 1.0mm sieve. One additional sample will be collected from each tidal elevation in order to conduct grain size and TOC analyses. Organisms from the samples will be identified as to major taxonomic groups, and weighed to determine the group composition and total wet weight of each sample. The 100 gram subsample will be treated in the same manner. This will allow for a determination of the biomass and organism numbers comprised by smaller animals which may not be directly available to fish and birds as prey items. Finally, all samples will be cataloged and preserved as separate groups in a 10% formalin/seawater solution and transferred to 70% ethanol after one week for long-term archival. Epibenthic Sampling A quadrat sampling program will be used to characterize macro-epibenthic fauna within me same areas examined for infauna. For this work, a 1m2 quadrat will be randomly placed within intertidal and subtidal areas and direct observational counts of macrofauna will be made. A total of 3 to 5 quadrats will be EXHIBIT A A^2 Merkel & Associates, Inc. Decembers, 1996 sampled for each tidal zone by working in intertidal and shallow subtidal areas at low tide. One proposed addition to the sampling effort involves the quantification of both macrophytes (predominately macro-algae), and any associated epifauna resources. To account for highly mobile species, the fisheries square enclosure will include the use of fine mesh sweep nets to capture organisms from the surface of the sediment. These samples will be bagged in the field and sorted and weighed later hi the laboratory. Data Analyses and Reporting Both infaunal and epibenthic data will be analyzed using parametric and non-parametric statistics to evaluate spatial and temporal trends. Sediment gram size and TOC will be examined as correlates to community composition and biomass. Log transformation will be reaped to normalize sample variance. Prior to statistical testing for community parameters, cluster analyses will be performed using the SAS procedure (PROC CLUSTER). Hierarchical clusters will be formed using physical parameters as sorting indices. Statistical tools to be applied include one-way ANOVA and SNK multiple range tests. 1.4 Avian Surveys and Habitat Use 1.4.1 General Avian Surveys Survey Techniques and Study Areas Surveys will be conducted hi January, March, July, and October of each survey year. Surveys will be conducted within the 6 Lagoon study blocks of the 7 originally defined avian study blocks. Surveys will be conducted over two consecutive days during each survey interval. Double counting will be minimized by performing simultaneous surveys of multiple areas. Surveys of all east basin blocks (Areas 2-5) will be conducted concurrentiy, as will surveys of the west and central basin blocks (Areas 6 and 7). Three, two- person teams of trained field ornithologists will cover the areas by conducting saturation surveys on-foot and from a boat. Surveys will be conducted over one-half tidal cycle (approximately 6 hours) and will be scheduled to coincide with die full range in tidal inundation levels. During the survey, hourly records of tide height, as measured by a permanent staff gauge, will be made. Surveys will occur only when mean wind speeds are less than 10 knots, as determined using a hand-held anemometer. Collected data will include species, counts, activities of birds, habitat in which the birds are occurring, and any factors which may be influencing the behavior of the birds. It is understood that monitoring of California least tern and snowy plover sites and predator control associated with lagoon management will be carried out by the California Department of Fish and Game. Data Analysis and Reporting Parametric statistics will be applied to analyze relationships between available habitat and avian abundance and activities by guilds of birds. Further analyses will examine seasonal abundance patterns by guild and inter-annual abundance. Statistical tools will include cluster analysis, ANOVA, and standard t-tests for single factor comparisons. 1.4.2 Belding's Savannah Sparrow Surveys Surveys for the state endangered Belding's Savannah Sparrow will be performed two times each year during the breeding season (April through July) for the duration of the monitoring effort. During the first monitoring year aerial photographs and previous survey methodology and results will be reviewed and permanent census stations will be established. CDFG and omer appropriate agencies and organizations will be notified prior to survey work. Surveys will be performed by six qualified individuals on one day. Collected data will include location of singing males and resting females, breeding behavior (such as carrying food for young), presence of fledglings, and presence of potential predators. Survey results for each year will be summarized in a report that will include a table and map documenting estimated number and territories of breeding paris and fledglings. 1.5 Water Quality/Sediment Investigations 1.5.1 Water Quality Sampling Water quality parameters of dissolved oxygen, temperature, turbidity, and conductivity will be sampled as field data collection parameters using a multiprobe Hydrolab Datasonde IV. Chlorophyll a will be EXHIBIT A A^3 Merkel & Associates. Inc. Decembers, 1996 determined by laboratory analyses. Sampling will be done quarterly, concurrent with fisheries studies, at each of the 5 fish and benthic stations. Where water depths allow, surface, mid-depth and bottom condition data will be collected. Sampling will be performed from shore and boat. Data will be summarized in tables and be used as independent variables in the statistical analyses as has been discussed in prior sections. Bodi water and sediment quality samplings will be coordinated with the CDFG monitoring program to maximize synoptic data collection and use of data. 1,5.2 Sediment Quality and Character Sediment sampling will be conducted quarterly at the location of benthic sampling stations and along the vegetation sampling transects at three different elevation zones. Sampling will include three-fold replication for all field sample parameters including porewater salinity, conductivity, pH, and redox potential. Sampling will be done on porewater extracted at 5 cm and 15 cm depth. Where soils are too dry to extract a suitable porewater sample, salinity and pH will be determined through collection of samples and removal to the laboratory to conduct analyses on rehydrated soils following the saturation paste methods outlined by Richards (1954). Redox data will not be attainable from excessively dried soils. Sediment texture and TOC will be determined on materials from the top 5cm surface sediment layer. Two, 100 ml samples of sediment will be collected at each station and will be transported on ice to the laboratory. One sample will be analyzed for TOC and kept frozen until analyses are conducted. The second sample will be tested for grain-size distribution and stored at 4°C until tests are completed. TOC tests will be completed following standard ASTM test methods of high temperature combustion and non-dispersive infrared detection of C02 (ASTM 2579, EPA 415). Grain size distribution will be completed by wet-sieve standard methods through an ASTM E-ll sieve stack in accordance with ASTM D-1140 protocols. Data will be presented as grain-size distribution and percent gravel, sand, silt, and clay. 1.6 GIS Spatial Data Management/Aerial Imagery 1.6.1 Develop Mapping Methodology Standards will be set for the GIS database, computer mapping, aerial photography, field mapping, and data input. State plane coordinates will be used along with NAD 1983 datum. Appropriate mapping and ground control standards will be used to allow for multi-year registration of aerial images, topography, and field mapping notes. GIS database products will be used to document not only changes, but to serve as analytical tools in evaluating cause and effect relationships between data. To support this goal, GIS data management will be integrated into the field sampling and data collection procedures to ensure continuity in the program. 1.6.2 Collect Existing GIS and Other Mapping Data Regional and sub-regional data will be reviewed from KTU+A's existing SANDAG/MSCP/MHCP/NDDB files. These files will be supplemented with CAD files from the City of Carlsbad. They will also be integrated with digital map data collected from the Port of Los Angeles, as well as with physical and avian data provided by CDFG. Other existing data sources will be identified and a method to integrate them into the project database will be developed. 1.6.3 Drawing/Coverage Preparation Sample plots of base map information will be used to verify the project.limits and provide more precise boundaries for future flights. The initial aerial flight will produce base map information in addition to the digital orthophoto. Data layers will be organized and a GIS layering scheme will be developed. A method for identifying contents, source and mapping standards will be developed for the data layers; these files will be used in registration. Errors will be analyzed and noted for future ground truthing. Once post construction "as built" data files are made available, they will also be integrated with the other GIS layers. EXHIBIT A A-4 Merkel & Associates, Inc. Decembers, 1996 1.6.4 Digital Orthotopography Close attention will be given to setting flight schedules including time of year, tidal position, solar angle and weather conditions. Survey crews will be used to set several ground control points to serve as die basis for multi-year photogrammetric products. Subsequent checking of rnese ground points will occur before each monitoring year flight. Aerials will be taken using false color infrared negatives using a Zeiss RMK Top camera with digital interface and Forward Motion Compensation. Flights will require two flight tracks with 60% forward overlap and 30% side lap needed to provide adequate stereo pairs. These low altitude shots will be taken at a scale of 1" = 400'. An overall spot shot will be taken of the entire lagoon and its immediate environs. Photography will be aerotriangulated using ground control and placed on NAD 83 CA State Plan Zone 6 and NGVD 29. A Digital Elevation Model (DEM) of the project area will be produced using direct stereo photogrammetric methods. For the initial year, a more detailed DEM will be used and full photogrammetric base mapping will be provided. The MLLW tide line wfll also be digitized. The original aerial film will be scanned at 12.5 micron in 24 bit 3 band color. Ten onhophoto images will be made using the aerial photography scans, DEMS and the aerotriangulation orientation elements. Images will be tiled in 2,500' by 3,000' tiles and processed as TIFF images. The rectified ortho-photo image will be processed for maximum accentuation of wedand vegetation and subtidal water penetration. The initial year image will be processed, and with the help of field biologists, sample vegetation spectral signatures will be identified to help with unattended rastor'classification. The system will be adjusted based on field verification until a high level of accuracy can be obtained. The trained model will be used as the basis for future image classification and change detection efforts. 1.6.5 GIS Database Development KTU-}-A will integrate previous data and mapping efforts and will work with me client and other Team members to specify a common and defensible baseline. Remaining efforts on database development include the inputting, digitizing, and linking data from the biological monitoring results. Data on bathymetry, sedimentation, and tides provided by CDFG will also be input. All tabular field data will be connected widi spatial data points and polygons in the GIS coverage. The classified data resulting from spectral analysis will be used as a basis for vegetation boundary adjustments. Tracing and adjusting polygon edges will be completed at this stage. A composite vegetation map will be produced and verified by the field biologists. A quantitative summary of these habitats will be produced. Subsequent mapping efforts will rely on corrected digital orthophoto images, processed for spectral classification and highlighted widi changes resulting from the previous years for comparison. A proof plot indicating probable changes will dien be used in me field to verify or correct die automated classification and change detection system. The annual extent of native and non-native habitats will be summarized and the Pilot Revegetation areas will be noted and compared with subsequent imagery. 1.6.6 GIS Application Development Beyond the deliverables of Arclnfo files, an effort wfll be included diat will convert all UNDC Arclnfo coverage into DOS/Windows NT based ArcView files. These files will include legend development, tibeme layers, and attribute descriptions. The data use requirements will be identified by reviewing die computer hardware, software, and training levels of both the City of Carlsbad and the Port of Los Angeles. Annual uploads of the data in ArcView and Arclnfo formats will be accomplished. A training manual describing the contents, sources, and uses of the database will also be delivered at the end of the first monitoring year. EXHIBIT A A-5 Merkel & Associates, Inc. Decembers, 1996 TASK 2.0 PILOT VEGETATION PROGRAM 2.1 Eelgrass Restoration 2.1.1 Restoration Area and Donor Site Selection Receiver site selection will take into consideration, elevation, current regime, sediment consistency and stability, turbidity, and available light. The selection process will also include consideration of proximity of donor beds to planting sites, donor bed density and health, and recovery potential. In addition to site suitability factors, the selection of planting sites will include consideration of prevailing currents and wind patterns in order to maximize the potential for planted eelgrass to colonize new areas. At the present time, it is anticipated that eelgrass will primarily be harvested from Agua Hedionda Lagoon and Oceanside Harbor. Another possible harvest area is Mission Bay. Based on approved harvesting and planting programs, M&A will obtain a letter of permission from CDFG to harvest eelgrass from salvage sites. 2.1.2 Transplant Program A total transplant of 1.0 acre distributed over 10 different sites, each approximately 0.1 acre in size will be conducted. In order to allow time for the system to stabilize with die restored tidal conditions, the planting of eelgrass would be delayed until early in the second year (March-April 1998). 2.1.3 Transplant Monitoring Transplant areas will be mapped using GIS and staked in the field with deeply set PVC pipe. GPS positions will be taken for transplant corner points. The transplant areas will be reviewed 3 and 6 months after planting to determine the qualitative condition of the plantings. Quantitative monitoring will be conducted at 12, 36, and 60 mondis post planting (years 3, 5, and 10). This monitoring will include a review of the turion densities widiin the transplant plots and will also include transect-based assessments of eelgrass coverage. 2.2 Cordgrass Restoration 2.2.1 Restoration and Donor Site Selection Cordgrass will be collected from as many sites in the region as is practical. Key among the donor areas will be Agua Hedionda Lagoon, Los Penasquitos Lagoon, die San Diego River Channel, and San Dieguito Lagoon. 2.2.2 Transplant Program A total transplant of 1.0 acre distributed over 20 different sites, each approximately 0.05 acres in size will be conducted. All transplant sites will be mapped using dGPS and GIS. Planting of cordgrass will be delayed until early in die second year (March-April 1998) in order to allow die system time to stabilize. 2.2.3 Transplant Monitoring Concurrent with die eelgrass monitoring effort, the cordgrass transplant areas will be reviewed 3 and 6 months after planting to determine die qualitative condition of die plantings. Quantitative monitoring will be conducted at 12, 36, and 60 mondis post-planting (years 3, 5, and 10). TASK 3.0 CONSTRUCTION REVEGETATION PROGRAM 3.1 Pickleweed Revegetation Monitoring Because of die need to conduct establishment monitoring of die new planting effort in accordance with construction specifications, a one-time focused review will be conducted and the success of me planting with respect to die construction contract survival criteria will be determined. EXHIBIT A A-6 Merkel & Associates, Inc. Decembers, 1996 3.2 Establishment Monitoring Report A monitoring report will be prepared separately from the long-term monitoring reports and will be completed at the end of 1997. The report will be submitted to the City/Port Project Directors) to evaluate contractor compliance with construction specifications and to document completion of the requirements for site construction as required by the California Coastal Commission. TASK 4.0 REPORTING PROGRAM 4.1 Quarterly Reports Interim quarterly reports will be prepared hi each monitoring year and submitted to the City/Port Project Directors) in early April, July, October, and late December of each calendar monitoring year. Sections that pertain to study methods and results will be organized by resource (i.e. vegetation, fisheries, etc.). Statistical analyses will not be included in quarterly reports, but will be included in annual reports. Quarterly reports will follow the outline below: Summary Executive Summary of the information included in the report, emphasizing important data Section 1.0 Introduction (1.1 - Project Background, 1.2 - Regulatory Requirements, 1.3 - Purpose and Goals of Quarter) Section 2.0 Study Methods (2.1- Surveys and Work Conducted, 2.2 - Survey Schedule, 2.3 - Study Methods, 2.4 - Limitations or Complications Encountered) Section 3.0 Results and Analyses (3.1 - Results of Investigations, 3.2 - Analyses Conducted, 3.3 - Analyses Deferred Until Annual Reports (temporal or multi-period)) Section 4.0 Conclusions and Recommendations (4.1 - Preliminary Conclusions, 4.2 - Success/Milestone Evaluations, 4.3 - Recommendations) Section 5.0 Status of Monitoring Program (5.1 - Compliance with Schedules and Survey Requirements, 5.2 - Deviations from Study or Analysis Program, 5.3 - Upcoming Scheduled Monitoring, Reporting, and Meeting Events) Section 6.0 Raw Data Appendices 4.2 Annual Reports 4.2.1 Draft Report Preparation An annual report will be prepared at the conclusion of each monitoring year. This report will serve as a stand-alone document and will provide details on survey methods, results, analyses and tests conducted, conclusions, and recommendations made during the course of the monitoring year. A total of seven review copies of this draft report will be submitted to the City/Port for review and comment. 4.2.2 Final Annual Reports The final annual report will be prepared following receipt of comments from the Project Directors). The executive summary for each annual report will provide a comprehensive summary of study methods and results, as well as progress of the program and recommendations made during the year; this summary will serve as a stand alone document. Twenty-five copies of the final annual report for each monitoring year will be submitted to die Project Director(s) along with a camera-ready, unbound original and digital files in WordPerfect or MS Word and Excel file formats. GIS digital data files will be provided on high density tapes or other suitable media. EXHIBIT A A-7 Merkel & Associates, Inc. December 3, 1996 TASK 5.0 MEETINGS AND PROJECT COORDINATION 5.1 Annual Interagency Meeting Early in the first quarter of each monitoring year M&A will conduct an interagency meeting. The first meeting will be conducted in early 1997 and will outline the proposed monitoring program. Subsequent meetings will be held in years 2, 3, 5, and 10 to discuss monitoring results and to discuss the upcoming monitoring year. 5.2 As-requested Meetings 5.2.1 Public Meetings M&A will provide the necessary exhibits, administrative support, and technical staff to assist in such meetings. It has been assumed for the purposes of project budgeting uiat one public meeting per monitoring year (1, 2, 3, 5, and 10) will be held and that it will follow the annual interagency meeting. 5.2.2 As-Needed Meetings or Services This task establishes a floating meeting and services account to be drawn upon as-needed by written authorization of the City/Port Project Director®. This task is not a specifically scheduled task and will be billed only if time or resources are actually authorized and expended. TASK 6.0 HABITAT VALUATION ASSESSMENT 6.1 Program Refinement and Calibration Prior to conducting habitat valuation assessments, a focused workshop will be held with resource agencies, the Port, and City to discuss the attributes of the valuation model and how data "are input managed and evaluated by the BETTER model. During the third quarter of the second year of the present study, and working in conceit with the City/Port Project Directors) and resource agencies, data sets will be selected for comparison and comparable data sets will be assembled from the existing information and the present study. 6.2 Data Compilation and Formatting From the selected data sets, information will be appropriately organized for input into the BETTER model using Excel and Paradox software. 6.3 Data Analyses and Model Runs The BETTER model will be run to make me comparisons of habitat values for Los Angeles Outer Harbor, pre-enhancement Batiquitos Lagoon, and the 3-year post-enhancement conditions. In years 5 and 10, the model will be augmented with new data to examine changes in values with increased establishment time. 6.4 Report Preparation and Presentation Information from the habitat valuation program will be prepared and provided in a separate report from the long-term monitoring program. This report will be prepared hi draft and final versions and will be internally reviewed for clarity, technical accuracy, and presentation quality prior to being released. A total of seven review copies of the draft report will be submitted to die City/Port for review and comment. Twenty-five copies of the final annual report for each monitoring year will be submitted to the Project Director(s). EXHIBIT A A-8 SCHEDULE FOR BATIQUITOS LAGOON LONG-TERM MONITORING PROGRAM YEAR Duration of Task Task I.I Vegetation 1.2 Fisheries Studies 1.3 Quntluc Investigations 1.4.1 Avian Surveys and Habitat Use 1.4.2 Bcldine's Savannah Sparrow Surveys 1.5 Water Quality/Sediment Investigations 1.6 G1S Spatial Data Management/Aerial Imagery 2.1 Eclgrass Restoration 2.2 Cordgrass Restoration I Picklcwced Rcvcgctaiion Monitoring 3.2 Establishment Monitoring Report 4.0 Report Program 4.1 Quarterly Reports/Payment Schedule 4.2 Annual Reports 5.1 Annual Inlcragency Meeting o. I Program Refinement and Calibration 62 Data Compilation and Formatting 6.3 Data Analyses and Model Runs 6.4 Report Preparaliun and Presentation 1997 (1) JFMAMJIASOND I I 1998 (2) JFMAMJJASOND 1999 (3) JFMAMJJASOND 2006 (10) 07 I FMAMl 1ASONDJ F EXHIBIT A A-9 COPY Yr I by Qir COST PROPOSAL SUMMARY SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE WATIQU1TOS LAGOON ENHANCEMENT PROJECT YEAR 1 1997 Task 1.1 1.2 1.3 1.4 1.5 1.6 2.1 2.2 3.0 4.1 4.2 5.1 5,2 6.0 7.0 Task Name Vegetation Fisheries Benthos Birds Water Quality/Sediment CIS Spatial Data Management/ Aerial Imagery Eelgrass Restoration Cordgrass Restoration Construction RevegelalUm Program Quarterly Reports Annual Report Annual Inleragency Meeting As-Requested Meetings 1 lahiiat Valuation Assessment Sub Consultant Administration Annual Report Hold Back (10%) TOTAL Total Budget $29.029.65 $137.045.40 $28.521.50 $46.046.62 $13,242.80 $59,745.00 - $7,499.70 $27,514.40 $32,070.16 $9,283.20 $22,196.32 - $9,330.86 $421,525.61 Start Up Cost $1,245.19 $9,656.10 $3,637.88 $5,027.17 $1,923.20 $10,352.50 - $0.00 $0.00 $0.00 $0.00 - - $583.18 $32,425.21 Quarter 1 $3,735.56 $28,968.30 $10,913.63 $15,081.50 $5,769.60 $31,057.50 - $0.00 $0.00 $0.00 $0.00 - - $1.749.54 $97,275.62 1997 Quarter 2 $24,048.90 $32,807.00 $0.00 $9,068.80 $1,850.00 $0.00 - $0.00 $6,878.60 $0.00 $0.00 - - $2.332.72 $76.986.02 Quarter 3 $0.00 $32,807.00 $13,970.00 $8,434.58 $1,850.00 $0.00 - $0.00 $6,878.60 $0.00 $0.00 - - $2,332.72 $66.272.90 Quarter 4 $0.00 $32.807.00 $0.00 $8.434.58 $1.850.00 $18.335.00 - $7,499.70 $13.757.20 $32,070.16 $9,283.20 - - $2,332.72 ($42.152.56) $84.216.99 Non Scheduled Actions $22.196.32 $42.152.56 $64,348.88 Total Spent $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 Balance $29.029.65 $137.045.40 $28.521.50 $46.046.62 $13.242.80 $59.745.00 - $7,499.70 $27,514.40 $32,070.16 $9,283.20 $22,196.32 - $9.330.86 $421,525.61 Complete 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 • 0.0 0.0 EXHIBIT B B-l Yr 2 by Qtr COST PROPOSAL SUMMARY SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE BATIQUITOS LAGOON ENHANCEMENT PROJECT YEAR 2 1998 Task 1.1 1.2 1.3 1.4 1.5 1.6 2.1 2.2 3.0 4.1 4.2 5.1 5.2 6.0 7.0 Task Name Vegetation Fisheries Benthos Birds Water Quality/Sediment Q1S Spatial Data Management/ Aerial Imagery Eelgrass Restoration Cordgrass Restoration Construction Revegetation Program Quarterly Reports Annual Report Annual Inieragency Meeting As-Requested Meetings Miibitat Valuation Assessment Sub Consultant Administration Annual Report Hold Back (10%) TOTAL Total Budget $13.722.91 $66,184.83 $26,886.88 $39,737.03 $12,418.04 $32.727.11 $35.837.19 $24,341.06 - $24,612.02 $20,329.13 $5,954.88 $13,587.74 - $6,818.91 $323,157.74 Quarter 1 $0.00 $16,546.21 $13,443.44 $16,322.71 $3,104.51 $0.00 $1.807.17 $21,173.92 - $0.00 $15,094.04 $0.00 - - $1,704.73 $89.196.73 1998 Quarter 2 $13,722.91 $16,546.21 $0.00 $7,091.61 $3,104.51 $0.00 $29,500.87 $2,709.73 - $6,153.00 $0.00 $0.00 - - $1,704.73 $80,533.57 Quarter 3 $0.00 $16.546.21 $13,443.44 $8,161.36 $3,104.51 $0.00 $2,264.58 $228.70 - $6,153.00 $0.00 $0.00 - - $1,704.73 $51,606.53 Quarter 4 $0.00 $16,546.21 $0.00 $8,161.36 $3,104.51 $32,727.11 $2,264.58 $228.70 - $12,306.01 $5,235.09 $5,954.88 - - $1,704.73 ($32,315.77) $55,917.40 Non Scheduled Actions $13,587.74 $32.315.77 $45,903.51 Total Spent $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 Balance $13.722.91 $66,184.83 $26.886.88 $39.737.03 $12,418.04 $32.727.11 $35,837.19 $24,341.06 - $24.612.02 $20.329.13 $5,954.88 $13,587.74 - $6,818.91 $323.157.74 % Complete 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 - 0.0 0.0 EXHIBIT B B-2 Yr 3 by Qtr COST PROPOSAL SUMMARY SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE BATIQUITOS LAGOON ENHANCEMENT PROJECT YEAR 3 1999 Task 1.1 1.2 1.3 1.4 1.5 1.6 2.1 2.2 3.0 4.1 4.2 5.1 5.2 6.0 7.0 Task Name Vegetation Fisheries Bemhos Birds Water Quality/Sediment CIS Spatial Data Management/ Aerial Imagery Eelgrass Restoration Cordgrass Restoration Construction Revegetation Program Quarterly Reports Annual Report Annual Interagency Meeting As-Requested Meetings Habitat Valuation Assessment \ Sub Consultant Administration Annual Report Hold Back (10%) TOTAL Total Budget $14.041.89 $66,951.43 $18.533.53 $40,458.37 $16,018.22 $33,729.43 $1.302.13 $1.023.13 - $25.011.42 $20.729.55 $7.112.71 $15,198.61 $34,744.22 $8.122.59 $302,977.23 1999 Quarter 1 $0.00 $16,737.86 $9.266.77 $16.609.26 $4,004.56 $0.00 $0.00 $0.00 - $0.00 $13,819.70 $0.00 - $14.429.45 $2.030.65 $76,898.23 Quarter 2 $14,041.89 $16.737.86 $0.00 $7.239.86 $4.004.56 $0.00 $1,302.13 $1.023.13 - $6,252.86 $0.00 $0.00 - $10.157.38 $2.030.65 $62,790.30 Quarter 3 $0.00 $16.737.86 $9.266.77 $8,304.63 $4,004.56 $0.00 $0.00 $0.00 - $6,252.86 $0.00 $0.00 - $5,409.81 $2,030.65 $52.007.12 Quarter 4 $0.00 $16.737.86 $0.00 $8.304.63 $4.004.56 $33,729.43 $0.00 $0.00 - $12,505.71 $6,909.85 $7,112.71 - $4.747.57 $2,030.65 ($30,297.72) (^65,785.2?) Noil Scheduled Actions $15,198.61 $30,297.72 $45,496.33 .f Total Spent $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Balance $14,041.89 $66,951.43 $18,533.53 $40,458.37 $16.018.22 $33.729.43 $1.302.13 $1.023.13 - $25.011.42 $20,729.55 $7.112.71 $15,198.61 $34.744.22 $8.122.59 $302,977.23 % Complete 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 EXHIBIT B-3 Yr 5 by Qtr COST PROPOSAL SUMMARY SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE BATIQUITOS LAGOON ENHANCEMENT PROJECT YEAR 5 2001 Task 1.1 1.2 1.3 1.4 1.5 1.6 2.1 2.2 3.0 4.1 4.2 5.1 5.2 6.0 7.0 Task Name Vegetation Fisheries Benthos Birds Wuiur Quality/Sudiinuni CIS Spatial Data Management/ Aerial Imagery Eulgrass Restoration Cordgrass Restoration Construction Revegetation Program Quarterly Reports Annual Report Annual Inicragency Meeting As-Requested Meetings Habitat Valuation Assessment Sub Consultant Administration Annual Report Hold Back TOTAL Total Budget $14,620.22 $67.113.10 $27.212.55 $42.039.26 $12,841.04 $33.516.62 $1,361.12 $1,062.77 - $26,623.75 $21,569.40 $8,530.91 $15.060.42 $21.164.31 $5,505.01 $298,220.48 Quarter 1 $0.00 $16.778.27 $13,606.28 $17,245.92 $3,210.26 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 - $0.00 $1.376.25 $52.216.98 2001 Quarter 2 $14,620.22 $16.778.27 $0.00 $7,547.42 $3,210.26 $0.00 $1,361.12 $1,062.77 - $6,655.94 $0.00 $0.00 - $0.00 $1,376.25 $52,612.25 Quarter 3 $0.00 $16,778.27 $13.606.28 $8.622.96 $3,210.26 $0.00 $0.00 $0.00 - $6,655.94 $0.00 $0.00 - $0.00 $1.376.25 $50.249.96 Quarter 4 $0.00 $16,778,27 $0.00 $8.622.96 $3.210.26 $33,516.62 $0.00 $0.00 - $13,311.88 $21.569.40 $8,530.91 - $21,164.31 $1,376.25 ($29,822.05) $98,258.81 Non Scheduled Actions $15.060.42 $29.822.05 $44,882.47 Total Spent $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Balance $14.620.22 $67.113.10 $27.212.55 $42,039.26 $12.841.04 $33,516.62 $1,361.12 $1.062.77 - $26.623.75 $21,569.40 $8,530.91 $15,060.42 $21,164.31 $5,505.01 $298,220.48 % Complete 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 EXHIBIT B B-4 Yr 10 by Qir COST PROPOSAL SUMMARY SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE BATIQUITOS LAGOON ENHANCEMENT PROJECT YEAR 10 2006 Task 1.1 1.2 1.3 I.-1 1.5 1.6 2-1 2.2 3.0 4.1 4.2 5.1 5.2 6.0 7.0 Task Name Vegetation Fisheries Benthos Birds Water Quality/Sediment CIS Spatial Data Management/ Aerial Imagery Eelgrass Restoration Cordgrass Restoration Construction Revegetation Program Quarterly Reports Annual Report Annual Interagency Meeting As-Requested Meetings Habitat Valuation Assessment Sub Consultant Administration Annual Report Hold Back TOTAL Total Budget $13.860.83 $73,948.07 $29.192.75 $46.206.68 $13,607.37 $39,318.66 $2,743.68 $1,169.39 • $29.252.39 $30,562.11 $11,839.58 $24,231.76 $25,477.15 $6,876.10 $348,286.53 Quarter 1 $0.00 $18,487.02 $14,596.38 $18,884.55 $3,401.84 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 - $0.00 $1,719.03 $57,088.82 2006 Quarter 2 $13,860.83 $18,487.02 $0.00 $8,437.58 $3,401.84 $0.00 $2,743.68 $1.169.39 - $7,313.10 $0.00 $0.00 - $0.00 $1,719.03 $57,132.46 Quarter 3 $0.00 $18,487.02 $14,596.38 $9,442.28 $3,401.84 $0.00 $0.00 $0.00 - $7,313.10 $0.00 $0.00 . $0.00 $1,719.03 $54,959.64 Quarter 4 $0.00 $18,487.02 $0.00 $9,442.28 $3,401.84 $39,318.66 $0.00 $0.00 - $14,626.19 $30,562.11 $11.839.58 - $25,477.15 $1,719.03 ($34,828.65) $120,045.20 Non Scheduled Actions $24,231.76 $34,828.65 $59.060.41 Total Spent $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 - $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Balance $13.860.83 $73.948.07 $29.192.75 $46.206.68 $13.607.37 $39.318.66 $2,743.68 $1,169.39 - $29,252.39 $30.562.11 $11.839.58 $24,231.76 $25,477.15 $6,876.10 $348,286.53 % Complete 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - 0.0 0.0 0.0 0.0 0.0 0.0 0.0 EXHIBIT B B-5 Yr sum by Qir COST PROPOSAL SUMMARY SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE BATIQUITOS LAGOON ENHANCEMENT PROJECT SUMMARY Total Budget $421,525.61 $323,157.74 $302,977.23 $298,220.48 $348,286.53 TOTAL $1,694,167.58 Start Up Cost $32.425.21 - - - - $32,425.21 (Yr. 1 only) Quarter 1 $97.275.62 $89.196.73 $76.898.23 $52.216.98 $57.088.82 $372,676.39 Quarter 2 $76,986.02 $80,533.57 $62,790.30 $52,612.25 $57.132.46 $330,054.60 Quarter 3 $66.272.90 $51.606.53 $52,007.12 $50,249.96 $54.959.64 $275,096.14 Quarter 4 $84,216.99 $55,917.40 $65,785.24 $98,258.81 $120,045.20 $424,223.65 Ai Non Scheduled Actions $64.348.88 $45.903.51 $45,496.33 $44,882.47 $59,060.41 $259,691.60 (includes 10%) uuial Report Hold B Total Spent $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ack Balance $421,525.61 $323.157.74 $302,977.23 $298.220.48 $348,286.53 $1,694,167.58 % Complete 0.0 0.0 0.0 0.0 0.0 $0.00 EXHIBIT B B-6 EXHIBIT CRATE SHEET LONG-TERM BIOLOGICAL MONITORING AND PILOT REVEGETATION PROGRAM FOR THE BATIQUTTOS LAGOON ENHANCEMENT PROJECT Merkel& Merkel, K. Mayer, D. Reiser, C. Ince, K. Cull, K. Hamilton, P. Hanson, H. Beard, H. Spiegleberg, M. Woodfield, R. Bio. Techician Graphics Technician Word Processing Revegetation Crew SAJC Lunz, J. Lissner, A. Mullen, T. Heilprin, D. Vantuna Stephens, J. Bond, A. Morris, P. KTU+A Singleton, M. Carpenter, M. Yr. Associates $ $ $ $ $ $ $ $ $ $ $ $ 5 S 5 S $ $ $ $ $ $ $ 1 105.00 65.00 65.00 65.00 60.00 52.00 52.00 42.00 42.00 42.00 35.00 42.00 35.00 28.00 105.00 93.39 54.04 48.97 108.14 72.90 36.45 75.00 50.00 Yr. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2 107.21 66.37 66.37 66.37 61.26 53.09 53.09 42.88 42.88 42.88 35.74 42.88 35.74 28.59 107.21 97.83 56.63 51.29 111.38 75.09 37.54 76.58 51.05 Yr. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ S $ $ $ 3 109.46 67 67 67 62 .76 .76 .76 .55 54.21 54 43 43 43 36 43 36 29 109 99 57 52 .21 .78 .78 .78 .49 .78 .49 .19 .46 .52 .58 .18 114.72 77 38 78 52 .34 .67 .18 .12 Yr. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 5 114.10 70.63 70.63 70.63 65.20 56.51 56.51 45.64 45.64 45.64 38.03 45.64 38.03 30.43 114.10 103.39 59.83 54.20 121.71 82.05 41.02 81.50 54.33 Yr. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 10 126.60 78.37 78.37 78.37 72.34 62.70 62.70 50.64 50.64 50.64 42.20 50.64 42.20 33.76 . 126.60 113.09 65.44 59.31 141.09 95.12 47.56 90.43 60.28 Keane Biological Consulting Keane, K. Baxter, R. Campbell, K. Hamilton, R. Coleman, V. Wetlands Josselyn, M. Whelchel, A. $ $ $ $ S 55.00 50.00 45.00 45.00 45.00 $ $ $ $ $ 56.16 51.05 45.95 45.95 45.95 $ $ $ $ $ 57 52 46 46 46 .33 .12 .91 .91 .91 $ $ $ $ $ 59.77 54.33 48.90 48.90 48.90 $ $ $ $ $ 66.31 60.28 54.26 54.26 54.26 Research Associates $ $ 155.00 57.75 $ $ 158.26 58.96 $ $ 161 60 .58 .20 $ $ 168.44 62.76 $ $ 186.88 69.63 C-l Exhibit 3 City of Carlsbad Planning Department Dr. Ralph G. Appy Port of Los Angeles 425 S. Palos Verdes Street P.O. Box 151 San Pedro, CA 90733-0151 Subject: Payment of Carlsbad Administrataive Services (LAHD Agmt. No. 1419-7) In accordance with LAHD Reimbursement Agreement No. 1419-7 between the City of Los Angeles and the City of Carlsbad, we are submitting this invoice to cover Carlsbad administrative services for the reporting period identified below. Payment Calculation Merkel & Associates Inc. (Carlsbad Agreement Invoice No. Reporting Period Amount Approved Carlsbad Administrative Costs Amount of Consultant Invoice (Merkel) Administrative Cost (@ 5% of Invoice) Due and Payable to Carlsbad I certify under penalty of perjury that this statement is true and correct according to the terms of LAHD Agreement No. 1419-7 and that payment therefore has not been received. Gary Wayne Assistant Director of Planning Carlsbad Project Director, Batiquitos Enhancement Project 2O75 Las Palmas Drive • Carlsbad, California 92OO9-4859 • (619) 438-1161 EXHIBIT 3 AGREEMENT FOR CONSULTING SERVICES TO COMPLETE THE FINAL REPORT FOR THE BATIQUITOS LAGOON LONG TERM BIOLOGICAL MONITORING PROGRAM (Merkel & Associates) THIS AGREEMENT is made and entered into as of the day of ^AAMt/jp 20 W. by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Merkel & Associates, an environmental services firm ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in biological monitoring and reporting B. Contractor has the necessary experience in providing professional services and advice related to completion of the final report for the Batiquitos Lagoon Long-Term Biological Monitoring Program. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1- SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 90 days from the date first above written. The City Manager may amend the Agreement to extend it for one additional 90 day period or parts thereof in an amount not to exceed three hundred thirteen thousand, five hundred dollars ($313,500) for all professional services received. 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. City Attorney Approved Version #05.06.08 EXHIBIT B 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 Services to be performed during the initial Agreement term will be three hundred thirteen thousand, five hundred dollars ($313,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6- STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version #05.06.08 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 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 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 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 City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. City Attorney Approved Version #05.06.08 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #05.06.08 4 II 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name Michele Masterson Title Senior Management Analyst Department Planning City of Carlsbad Address 1635 Faraday Ave. Carlsbad. CA 92008 Phone No. 760-602-4615 For Contractor: Merkel & AssociatesName Title Principal Consultant Address 5434 Ruffin Rd. San Diego. CA 92123 Phone No. 858-560-5465 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, City Attorney Approved Version #05.06.08 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #05.06.08 .11 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #05.06.08 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 of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #05.06.08 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the Stae of California M. WOOD A*"""!" (e-mail address) *^ If required by City, proper notarial acknowledgment of execution BV' oontr&ctor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:. City Attorney Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES See attached Scope of Work from Merkel & Associates, dated April 26, 2009. City Attorney Approved Version #05.06.08 10 Merkel & Associates, Inc. 5434 Ruffin Road, San Diego, CA 92123 Tel: 858/560-5465 • Fax: 858/560-7779 e-mail: associates@merkelinc.com April 26, 2009 M&A #96-057-01 Mike Grim City of Carlsbad 163 5 Faraday Ave Carlsbad, CA 92008 RE: Batiquitos Lagoon Long-Term Biological Monitoring and Reporting Dear Mike: In response to your recent email requests, we have prepared the following scope of work and corresponding cost for the Year 10 monitoring, preparation of an administrative draft and final project report, and preparation for and presentation at the final interagency meeting for the Batiquitos Lagoon Long-Term Biological Monitoring Project. The reporting for Year 10 has been delayed for purposes of incorporation of physical monitoring results funded separately by the City of Carlsbad through the agricultural conversion mitigation funds. This physical monitoring information has substantively increased the interpretive capacity of the analysis of biological change within the lagoon. SCOPE OF WORK Task A: Year 10 Monitoring Under this task, M&A staff would complete the Year 10 monitoring for the project, including transect vegetation monitoring, fisheries studies, benthic investigations, avian surveys, water quality/sediment investigations, and GIS spatial data management/aerial imagery, and eelgrass and cordgrass transplant monitoring. Task B: Administrative Draft Final Report A final annual report will be prepared at the conclusion of the year 10 monitoring. This report will serve as a stand-alone document and will provide details on survey methods, results, analyses and tests conducted, conclusions, and recommendations made during the course of the monitoring year. A total of eight review copies of this administrative draft report will be submitted to the City/Port/Resources Agencies for review and comment. TaskC: Final Report The final annual report will be prepared following receipt of comments from the project directors. The executive summary for the annual report will provide a comprehensive summary of study methods and results, as well as progress of the program and recommendations made during the year; this summary will serve as a stand alone document. Eight copies of the final annual report will be submitted to the project directors, along with a camera-ready, unbound original and digital files in PDF file formats. TaskD: Final Interagency Meeting Following completion of the Year 10 Monitoring and coincident with preparation of the Final Annual Report, M&A will conduct an interagency meeting to discuss monitoring results. COSTS The cost to perform the scope of work described above is to be billed on a fixed fee basis for an amount of $313,500. This cost proposal is valid for 60 days. Any additional work would be billed on a time and materials basis. If you have questions regarding this proposal or you need additional information, please do not hesitate to call me at (858) 560-5465 or kmerkel@merkelinc.com. Sincerely, Keith Merkel Principal Consultant