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HomeMy WebLinkAboutMerkel & Associates Inc; 2008-11-25;RATIFICATION OF AMENDMENT NO. 1 TO AGREEMENT FOR ENVIRONMENTAL REPORT REVISIONS, UPDATES AND RELATED SERVICES FOR THE LAKE CALAVERA TRAILS MASTER PLAN ENVIRONMENTAL REPORT AND ASSOCIATED DOCUMENTS Merkel & Associates, Inc. This Ratification of Amendment No. 1 is entered into the i day of __, 200_jf_, but effective as of the 1st day of January . 2009_, ratifying the amendment of the agreement dated November 25. 2008 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Merkel & Associates, Inc., ("Contractor") (collectively, the "Parties") for environmental report revisions, updates and related services for the Lake Calavera Trails Master Plan Environmental Report. RECITALS A. The Parties desire to alter Exhibit A - Scope of Work of the Agreement to include additional tasks and services for updating exhibits and other revisions to the final environmental report for the Lake Calavera Trails Master Plan; and B. The Parties had negotiated and agreed to a supplemental scope of work and fee schedule which is attached to and incorporated in this reference as Exhibit "A-1" Scope of Services and Fee. C. The Contractor performed the work set forth in Exhibit A-1 without the benefit of an amendment to the Agreement that increased the scope of the original work performed; and D. Although not legally required, it is equitable that the Contractor be paid for the work and services performed; and E. The Parties desire to amend the Agreement thereby ratifying the amended work already performed by the Contractor without the benefit of this Amendment. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The First Amendment to the Agreement is ratified. 2. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor has provided those services described in Exhibit "A-1". 3. City will pay Contractor for all work associated with those services described in Exhibit "A-1" on a time and materials basis not-to-exceed Two thousand, three hundred and sixty dollars ($ 2.360.40 ). 4. Contractor has completed all work described in Exhibit "A-1". 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 1 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR (sign here) L MerkJ (print name/title) . Com (e-mail address) (sign here) (print name/title) (e-mail address) CITY OF corporation c By: CARLSBAD, a municipal the State of California ATTEST: )RRAINE City Clerk XSSsBX/oVv^vi^.% If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Assistant City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A-1" SCOPE OF SERVICES Task 1 Finalize subsequent report revisions to the Environmental Report for the Lake Calavera Trails Master Plan, for work in addition to the original scope of work. Staff Senior Biologist Rate $107.00 Mrs 13 Amount $1,391.00 Task 2 Final revisions to the various exhibits and graphics within the final Environmental Report Staff GIS Specialist Rate $82.00 Mrs 11.5 Amount $943.00 Reimbursable Expenses Mileage to Carlsbad for meeting .55 48 Mi Total $26.40 $2,360.40 City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of San Diego . | Date personally appeared before me, 3- *- r?«a- Jennifer K. Griffin, Notary Public Here Insert Name and Title of the Officer \— Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personjsf whose namefsT JS^are subscribed to the within instrument and acknowledged to me that -he/she/they executed the same in hio/hor/their authorized capacityfies), and that by his/Jw/their signature^ on the instrument the person(sj or the entity upon behalf of which the personfsj acted, executed the instrument. JENNIFER K.GWFFIN CommiMlon * 1709741 Notary Pubttc - CoNfomia Ion Otogo County I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Vs,^Tlt-> Document Date: ^ y-y ^jl ^\^ \- -c p Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) vWir^ L. : "\ f&- Signer's Name: Ij^ v to U Individual J&- Corporate Officer — Title(s) D Partner — D Limited n General J Attorney in Fact Hi Trustee n Guardian or Conservator U Other: Signer Is Representing: •V- A 55 -£= d \ O -Tc - RIGHTTHUMBPRINT OF SIGNER Top of thumb here ) Signer's Name: D Individual SMDorporate Officer — Title(s): ^ \N - D Partner — n Limited J General LI Attorney in Fact n Trustee D Guardian or Conservator D Other: Signer Is Representing: ft*\ f t-X *-J 'RIGHTTHUMBPRINT OF SIGNER Top of thumb here © 2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 AGREEMENT FOR ENVIRONMENTAL REPORT REVISIONS, UPDATES AND RELATED SERVICES FOR THE LAKE CALAVERA TRAILS MASTER PLAN ENVIRONMENTAL REPORT AND ASSOCIATED DOCUMENTS Merkel & Associates, Inc. THIS AGREEMENT is made and entered into as of the Ofj day of 2(££> by and between the CITY OF CARLSBAD, a municipal Merkel & Associates, a Corporation. ("Contractor") RECITALS A. City requires the professional services of an experienced and qualified environmental services firm that is experienced in site biological assessments and specifically for updating a prior report of biological analysis and impact reports. B. Contractor has the necessary experience in providing professional services and advice related to the revisions, updates and related services for updating the Environmental Review Documents as needed to re circulate Environmental documents for CEQA review. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has the necessary experience in providing these professional services, 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 Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of 1 year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be Four Thousand Nine Hundred and eighty five dollars. ($ 4.985 ). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. City Attorney Approved Version #05.06.08 5. 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. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least 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", in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. City Attorney Approved Version #05.06.08 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version #05.06.08 14. 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 (sign here) (print name/title) (e-mail address) (sign here) Vf. Maritel, (print name/title) BAD, a ^municipal ate of/Os(uTOrnia CITY OF corporatio By: ATTEST: LORRAINE M. WOOD City Clerk (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD^ BALL, City Attorney Seputy City Attorney City Attorney Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES Taskl Identify Necessary Changes Project elements have changed since the May 14, 2007 submittal of the Lake Calavera Trails Biological Resources Report and Response to Comment memos on the Draft Mitigated Negative Declaration. The following are the changes you requested: 1. Removal of the staging area (graphically and textually); 2. Update of the existing aerial image on 12 of 13 figures (image to be provided by the City); 3. Include most recent topographical data on 12 of 13 figures (as provided by the City); 4. As a result of updated topographical data, M&A would be required to perform an updated slope analysis (requires graphic modifications to Figure 5 only); 5. Modification/relocation of the following points of interest: information kiosk, litter receptacle/dog waste station, picnic table, and portable restroom (graphically and textually); 6. Modification of Type C trail such that two Type C trails could be found onsite; one is to be utilized by bicyclists as well as hikers (graphically and textually); and 7. Revision of the eastern most Type C Trail such that it will be closed seasonally at the discretion of the trail ranger (graphically and textually). Task 2 Provide Revisions to the Biological Resources Report and Revisions to the Comment Letters received from the original MNP Review The above-mentioned revisions will require modification of 12 of the 13 figures, as well as textual revisions to the biological resources report. In addition, the following response to comment memos would be revised to reflect the project changes: 1. Response to U.S. Fish and Wildlife Comments on the Draft Mitigated Negative Declaration for the Lake Calavera Trails Master Plan (FWS-SDG-5002.1); 2. Response to Kasey Cinciarelli on the Draft Mitigated Negative Declaration for the Lake Calavera Trails Master Plan; 3. Response to Native American Heritage Commission on the Draft Mitigated Negative Declaration for the Lake Calavera Trails Master Plan (SCH#2006071064); and 4. Response to Preserve Calavera Comments on the Draft Mitigated Negative Declaration for the Lake Calavera Trails Master Plan (FWS-SDG-5002.1). All above-mentioned changes to the biological report and response to comment memos will be made in underline/strikeout format. An electronic version (word format of the report and PDF copy of the associated report figures) of the draft revised report and memos will be submitted to the City in an underline/strikeout format for your review. Upon completion of your review and submittal of comments back to M&A, we would finalize the revised report (and response to comment memos if needed) and submit one copy of the final report on a CD in PDF format for your records. Any changes to the biological report and/or response to comment memos not addressed above could be billed under a separate scope of work. In addition, any additional surveys, permitting, and/or required meetings could be addressed through a subsequent scope of work and costs.