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HomeMy WebLinkAboutRBF | Michael Baker International Inc; 2012-11-28; CA905July 21, 2015 Ms. Rhonda Heather Contract Administrator City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Dear Ms. Heather: • • • CONSULTING A aa. Company Please be advised that the Michael Baker family of companies has undergone an internal restructuring in connection with its "Michael Baker International" rebranding efforts. In connection with such efforts, on July 1, 2015, RBF Consulting, a California corporation ("RBF"), merged with and into Michael Baker International, Inc., a Pennsylvania corporation ("Michael Baker''). As a result of the merger, the separate legal existence of RBF ceased and Michael Baker continues as the surviving entity under the name "Michael Baker International, Inc." Michael Baker hereby requests your consent to the assignment by RBF to Michael Baker of all its rights and obligations under the agreement( s) listed on the attached Annex A (the "Assignment"). Please indicate your acknowledgement of this notice and consent to the Assignment by signing a copy of this letter in the space provided below and returning it by fax or email with the original to follow by mail, no later than August 1, 2015 to: Michael Baker International, Inc. Attention: Legal Department 500 Grant Street Pittsburgh, PA 15219 Fax: 412-918-4001 Attention: Legal Department , Email: LegaiReview@mbakercorp.com --- In addition, please copy us via email at rlucera@mbakerintl.com & tthiele@mbakerintl.com . Page2 By signing below, (a) you consent to the Assignment, including the assumption of the Agreement by Michael Baker, and confirm that no other documentation is required under the Agreement in connection with the Assignment, (b) you waive any requirement under the Agreement for such further documentation, (c) you waive any right you may have to terminate the Agreement as a result of the merger, (d) you acknowledge that you have not previously transferred, assigned or pledged your rights or obligations under the Agreement to any other person or entity, and (e) you acknowledge that the Agreement is in full force and effect and that neither party is currently in breach of any of its obligations under the Agreement. If you have any questions, please feel free to contact our office at (760) 476-9193. Sincerely, RBF Consulting ~r~h~~ Vice President CONFIRMED AND AGREED, Intending to be legally bound: City of Carlsbad I Car 1 sbad t~un i c i pa 1 By:~ Name:~w--'\...._ ~-~Qn, ~f) Title:~.,....., ~d \SA Date: ~~/15 Date: By:~~ Tim Thiele Vice President Water District By:~~-:i Name: DouNA-~M'-1 Title: l>erJuij C!N ~(L... Date: '6)Lct8'JS o Difference Subject: Michael Baker International name and logo Dear valued client and colleague: For 75 years, Michael Baker International has proud of the way "We Make a Difference" in the communities we serve. This year is a significant milestone for us as it commemorates our history of excellence and, more importantly, paves the way for our future growth and innovation. As part of this celebration, we implemented branding changes that affect the company name and logo you see on your invoices and other documents. Effective July 1, RBF Consulting will be merged into Michael Baker International, Inc. (formerly Michael Baker Inc.). The "new" Michael Baker International logo and name, which appears on this letterhead, will now be used on all documents going forward. This branding enhancement does not affect the work being performed under your contract or the people involved in your projects. We do have a new tax IP number whic.h is listed. below and should be used moving forward. Beginning July 1, 2015, please send all remittance to Michael Baker International, inc. as noted below. The Pasadena lockbox is no longer accepting payments and your check will be returned. We would prefer payment via electronic transfer if at all posstble. Electronic Transfer: Michael Baker International, Inc. Citizens Bank ABA: 036-076-150 Account: 6101710975 SWIFT: CTZIUS33 Payment via Lockbox: Michael Baker International, PO Box 515714 Los Angeles, CA 90051-5195 Michael Baker International, Inc. tax lD number: 25-1228638 Thank you for the continued opportunity to work with you and provide the services you need to deliver your projects successfully. We enjoy working with you and look forward to our future partnerships. Sincerely, Todd Lynn Vice President-Finance MBAKER!NTL.COM 500 Grant Street. Suite 5400 I Pittsburg;,, PA 15219 Office: 412.269.6300 I Fax: 412.375.3980 Exhibit "A" Assignment by RBF to Michael Baker International, Inc. The following list of RBF active, fully executed contracts are hereby assigned to Michael Baker International, Inc. in accordance with the attached RBF Assignment dated July 21, 2015, but effective as of July 1, 201S. ID Title TRAN829 Carlsbad Blvd Realignment and Land Exchange Master Agreement and all active Task Orders TRAN871 Traffic Monitoring Program CA898 Civil & Traffic Engineering Services -City of Carlsbad Master Agreement and all active Task Orders CA899 Civil & Traffic Engineering Services -Carlsbad Municipal Water District Master Agreement and all active Task Orders CA905 Storm WatE:~r Engineering Services -City of Carlsbad Master Agreement and all active Task Orders CA907 Storm WatE:~r Engineering Services-Carlsbad Municipal Water District Master Agreement and all active Task Orders TRAN1188 Civil Engineering Services TRAN1224 Monroe Street Drainage Improvement Planchecking Services (dated 6/11/15) Form -9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. shown on your income tax return). Name is required on this line; not leave this line blank. c~ name/disregarded entity name, if different from above <ll ~r------------------------------------------------------------------------------------r-------------------------~ 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 0 0 Individual/sole proprietor or 0 C Corporation 0 S Corporation 0 Partnership 0 Trust/estate single-member LLC 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3}: 0 Limited liability company. Enter the tax classification (C~c corporation, s~s corporation, P=partnership)"' Exempt payee code (if any) ___ _ ---Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. Exemption from FATCA reporting code (if any} 5 0 Other (see instructions) "' name and address Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. 1@111 Certification Under penalties of perjury, I certify that: i. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding: and 3. I am a U.S. citizen or other U.S. person (defined below): and 4. The FATCA code(s) entered on this form {if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer Identification number (!TIN), adoption taxpayer identification number (A TIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1 099-INT (interest earned or paid) • Form 1 099-DIV (dividends, including those from stocks or mutual fun<Js) • Form 1 099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1 099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1 099-S (proceeds from real estate transactions) • Form 1 099-K (merchant card and third party network transactions) Date" July I. 2015 • Form 1098 (home mortgage Interest), 1098-E (student loan irterest), 1098-T (tuition) • Form 1 099-C (canceled debt) • Form 1 099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backuo withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014) CERTIF~ICATE OF LIABILITY INSURANCE AGGREGATE liMIT APPLIES PER: rv!PRO· rvi POLICY L.:J JECT l.2:J LOG OTHER: !LOCATIONS I VEHICLES (ACORD .101, Additional Remarks Schedule. may be attached if more space is required I of Coverage. Michael Baker International, Inc. PO BOX 57057 Irvine CA 92619-7057 USA SHOULD ANY OF THE ABOVE DESCRIBED POLIC1f$ BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL. BE OEUVEREO IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ©1988·2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ' l l l 1 ! J j ' ~ j I ! AGREEMENT ANI) PLAN OF MERGER OF RBf CONSULTlNG (a California t::orporation); AND THE LPA GROUP, LLC (a Soutb (:arqlina limited UabiUty company); WITRANDINTQ MICRAltL BAJ{ER INTERNATIONAL, INC. (a Pennsylvania eol'poration) THIS AG~EMENT AND PLAN OF :MERGER (this'"Plan of Merger") is made and entered into as of the 1st day of July, 2P15, by and among Michael.Bake1· ntemational, Inc (flk/a M~chael Baker Jr.~ Inc.), a Pennsylv~~;nia corporation (the "Corporation"), F' onsultin a. California corporation and Tho LPA Group, LLC, a South Carolina limited liability company (collectively the "Merging Entities"). RECITALS WHEREAS, the Board of Directors .of the Co~poration deems it advisab 1e and in the best intel'ests of the Corporation and its sharel1older that the Mel'ging Entities be merged with and into the CorpQration (the "Merger") upon th.e tenns and conditions set forth herein and in accordance with the Pennsylvania Business Corporation Law of 1988 (the ''BCL'I), the General Corporation Law of California ("COCL'1 and the South Carolina CQde of Laws r•sc Code''); and . WHEREAS, the sole stockholder I member of each of the Merging Entities, respectively, and the sole shareholder ofthe Corpo1·ation have reviewed and approved this Plan ofMerg~r. NOW, TBl,!:REFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Merger. On the terms and. subject to the conditions contained in this Plan of Merger. th.e Merging Entities shall be merged· with and into the Corporation, and the sepatate legal existence ofeach of the Merging Entit!e.s shall thereupon cease and the Corporation shall continue as tho surviving entity under the name "Michael Baker 1ntemationa~ Inc." and shall continue to be governed by th~ laws oftbe Commonwealth ofPennsylvania (the'''Merger"). 2, Effective Tim!i). The effective time of the Merger contemplated and provided for herein shall be 11:59 p.m., July 1, 2015 (the "Effect~ve Time"). 3. A.Jticles of Incorporation; Bylaws. Fr9m and after the Effective Time, the At11cles of Incorporation and the Bylaws of the COl'POiation, each as amended to date, shall be the Articles of Incorporation and Bylaws of the surviving COl'Poration. . 4. Officers and Directol's of the Surviving Corporation. From and after the Effer;tive Time, the oftic;;s an(i directors of the Cqrporatiol~ prior to the Merger shall be the officers and directors ofthe surviving corporation. 'l .,, I I ~ 5. Convers~on ofvapitp.l,S~. At the Effective the shares ofthe Merging entities' common stock issued and outstanding immediately prior to the Effective Time shaU, without any action on the.part of the holders thereof or the Merging Entities, be canceled 'Yitlmttt consideration and redred, arid the certificates evidencing ownership thereof shall provide the 'holder with no rights or priviJeges. 6. Article:; of Merger. Prior to the Effective Time, the parties hereto shall file or cause to be filed (a) articles of merger with the Secretary of State of the Commonwealth of Pennsylvania in accordance with the :ect, (b) a certificate of merger with the Secretary of State of the State of California in accordance with the provisions of the COCL; and (c) articles of m~rger with the Secretary of State of the State of South Carolina In accordance with the SC Code. 7. J9ghts ·and Liabilities of Sun:iviug Entity:. From and after the Effective Time, subject to the terms of this Plan ofMerger, aU rights, privileges and powers of Merging Entities and all property, real, personal and mixed, and all debts due to Merging Entities as well as an other things and cau:;es ofactioQ. belonging to Merging Entities shaH be vested in the . Corporation, as the surviving entity, and shall thereafter be the property of the Corporation as if it were the party thereto, and the title to any real property vested by deed or otherwise in Merging Entities sh~,u not revert or be in any way impaired by rdason of the Merger, b.ut shall be vested in the Corporation as the surviving entity; subject to thetenns of this Plan of Merger, an rights of creditors and an lien~ upon any property of any of the parties hereto shall be preserved unimpaired, limited iln lien 'to the property affected by such lien at the Effective Time; subject to the tenns ofthis Plan of Merge1·, ail debts, liabilities and duties ofthe respective parties hereto shall henceforth attat~h to the Corporation, as the surviving ~ntity, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. 8. Furtber,.Ac:l§. The Corporatiory and the Merging Entities are hereby authorized, empowered and du·e,::.ted to do any and all acts and things, and to make, ex:ecute and deliver, file and record any and aU instruments, papers and docwnents which sball be or become nec-essary, proper or convenient to caey out or put into effec~ any ofth6 provisions of this Plan of Merger provided for herein. · 9.. Termination. Notwithstanding tl:le full approval and adoption of this Plan of Merger. this Plan of Merger may be terminated with the consent of all patties hereto at any time prior to the filings referenced in Section 6 hereof .. 10. ~ing La\)!. This. Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania withollt regard to any conflicts of laws principals which would cause the substantive law of anQther jurisdiction to apply. 11. Countei~. This Plan of Merger may be executed and delivered in multiple counterparts, and by the parties hereto in separate coui1terparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of counterparts via facsimile transmission or via email . with scan attachment shall be effective as if originals thereof were delivered. 2 .I .. I ! ~ I i i I l I I i I ' i I l IN WITNESS "WHEREQF, tho parties bcreto have caused this Agreem~;nt and Plan of Merger to be duly execute~ as of the .date first above written. THE CQRPpRATION: MICJI~L B.A.I<ER J.l"'T:ERNATIONAL, INC. a.Penns;Ylvanla Corpo):ation By: ft:Jii,.Ht.~ Name: H. James MoKniffi' Title: Executive Vice President, Chief Legal Officer & Corporate Secre~ary THE MERGING ENTITIES: R»F CONSULTING a California Corporation By:JU1;.M~ · Name: H. James MeKni t Title: Bxecutive Vice President. Chief Legal Officer & Corporate Secretary THE LPA GROlJPs LLC a South Carolina limited Jiability company . . By:H:~~ Name: H. James MoKnig Title: Executive Vice !:'resident, 'Chief Lega 1 Officer & Co~porate SeCl:etary [SfGNATUR! PAGB TO MICHAEL BAKER INU!RNA TIONAJ., INC, 1\GREBMENT AND PLAN OP MBRGERl ft J • .. t 'l ' • • ~ • OFFICER1S CERTIFICATE Michael Baker International, Inc. 0 '2.99 I H. James McKnight hereby certify that: 1. I am the Executive Vice President, Chief Legal Officer & Corporate Secretary of Michael Baker lnt.ernational, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania. 2. The total number of outstanding shares of each class of the corporation entitled to vote on the merger is as follows: Total No. of Shares Entitled to Vote Common Stock one (1) share 3. The principal terms of the agreement of merger in the form attached were approved by the sh~1reholders of this corporation by a vote of the number of shares of each class which equaled or exceeded the vote required by each class to approve the· agreement of merge~r. 4. Each class entitled to vote and the minimum percentage vote of each class is as follows: · Class Common Stock Minimum Percentage Vote 50.1% I further declare under penalty of pe~ury under the laws of the State of California under the laws of the State of California that the matters set forth in this certificate are true and correct of c1ur own knowledge. DATE: JulY. 1. 2015 BY' ft:j.,Mt~ - Name: fl. James,~i;K11i~ .: .. : . · Title: Executive Vice President, Chief Legal Officer & Corporate Secretary 'I "'. • OFFICER'S CERTIFICATE RBF Consulting 1 H. James McKnight hereby certifY that: l . I am the Executive Vice President, Chief Legal Officer & Corporate Secretary of RBF Consulting, a corporation duly organized and existing under the laws of the state of California. 2. The total number of outstanding shares of each class of the corporation entitled to vote on the merger is as follows: Total No. of Shares Entitled to Vote Common Stock 987,409 3. The principal terms of the agreement of merger in the form attached were approved by the shareholders ofthis corporation by the unanimous vote of aU of the issued and outstanding shares of capital stock of the corporation. 4. Each class entitled to vote and the minimum percentage vote of each class is as follows: Minimum Percentage Vote Common Stock 100% I further declare under penalty of perjury under the laws of the State of California under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: July 1, 4015 Title: Executive Vice .President, Chief Legal Officer & Corporate Secretary State of California !Secretary of State Certificate of Merger (Cslifomia Corporations Code sec!lons OBSME:RG 1113(g), S203(g),S019.11 ao1~.1,S640,12540.i, 15911.14,16~1S(b}and 17110.14) IMPORTANT-:-Read· alllristructions befor& 'completing this form.· ·1. NAME OF SlJ!Wl\IING ENTI'IY Michael Baker In!mlill.fona!, lnc. · 5.· NAME Of OlSAPPEARlNS !WTITY RBf C<msuiting z. TYPE OF emrrv Corporation 6. ·TYf'f;,OF ElfliW COrporation ~. CASECRSTAI'l.V9f'STi\lEI'II.ENUMBER 4. JURIS!liOTIDN I 003244 Pennsyl~<nla 7.-CA.SECR.ETARYOf!lTATEFli.ENUhl!lER s. JVRISO!CTION C0423965 Qlllfllmia 9. THE PRIMCIPA!. TERMS OFTHEAGR~ OF MERGE."l WERE M'f'?.tl'J!ID BY A VOTE OF TilE !>JUM!!ER OF fNTt.REs7S OR. SHAAES OF&.cli Cl-ASS THAT • EOU•.LEP OR EXCEEDED THE VOTE fll;Q\.IIRSD. (IF A VOTE WAS REQUIRED, 4/'B;;IFY 'THE ClASS AND THE NUMBER 01' Ot/TSTANOJNG 1Nii:P.5STS OF EACH ClASS ENTI'il.ED TCI VOTE DtJ. THE Mt;RSER AND Tl'llii:PERCENTAGEVOTE RB:IUIRED OF EI<CH CI.ASS. AITACHf,OOmONAt PAGE'S, IF NeEDED.) Ja!.!f00\11NG EN'irr'( ~l§At'PMB!NG' l=:ffU!Y MID One (I) shm'c of common stock !00% 987,499 shll:l'es of common stock PERC§':!TAG!l VO')'E REQUlllBJ 100% 10. If' f.QUm' llECURJTII:S OF A PIJ<!::'NT PAATY Ar<E TO~ ISSUED INThiE MER!lER. CHECK THEAPPI.lCI\ELE s;,o;rEMENT-0 ND \/ole or lhe shareholders ofiha par~nt patty was requir<Jd. D Ttlg ff<qt1lted vote~~ the sharsholcler,; of !he pare;n[ party was obtained --11. IF THE SU!'tVIV!NG El')Tm IS A DOMESTIC Ul\\lro:l LIAllLrrr' COMPANY, UMliE!) PAJ'irnERSI!IP, OR P AR'IiiEP.SHiP, I'ROVJDE THE !'IB;II.JISllE C!Vl.NGEB !II: 1\NVj jO THE INfORMATION SET FORTH lt>l jliE SUiVIVJNG f!NTJiYS A!mc:t.E:S OF ORGANIZATION, CE!ffiRCiA'rf. OF !..IMITEO FAATNE'RSHIP OR STATEMENT OF PAAiNERSHIP AIJTHORlTY RElstll TlNG R'lOM THE I'IIERGJ:R AiTAtti I\ODJTJONAL P.'IGe.S, IF teC!:l!SAl<'f. 13. OTHER INFORW\TiON RE,OU!REO TO BE STATE!> IH THe CERTifiCATE ElfnTY IS ORGAN!Za). A'ITACH ADPffiOJ.l~ PAGES, ll'NS:E!lSAAV. . CITY liND STAT£! ZiP CODE 14. STA'TIJTORY oR OTHER e.~SIS U~IDER WHICH A For<EJGN OlliER !!US!NES1! EtfmYIS At!THORIZEC'TOEB:ECT 15. I'I.1'I11Re El'f'ECTNF. DATE, IF AN1 THE M~.!'tGER. . . Section 33-44-905 ofthe 1976 South Carolina Code of~Jaws, as amended r--------·----:-----------'----~~---'~----~---------11 liS. AD!lrtlONA!. lt-'FORMI\11C>N SET I'Oi'fl'H ON AITACHED PAGES, IF AAf{, IS INCORFORAT'.iD HEREIN llY THIS REFERENCE AND MADE PAR.T OF 1'HIS ' ___ ,-... __ ......... ___ _ OE!<TIFJCATE. • __ .-------------f. """''*""""""'"""''"""',.....t.r-:;1Jd:.l!r' H. James McKnight, EX& VP &. Sa~creta;;;:·;:;;;ry~-="' TYPE OR P.Ril>"T NM'J;; I\ till Ti1iJ! OF ~\1Tli0R1Zetl Pj!l'!SON I Is H. James McKrilght, Exec VP &. ~lary ~~;;;-;;;"'"';n;;""'"'"'~H:f:r;ri,E. TYPE OR Pf'IN'T NI\ME ANO 1i'!1.E OF I\\Jili0RIZ£ll FER5011 15" H. Jamel! McKnight, f;x«: YP &. secretary ~~===c;;"C'::;:;r.;;f;/--#)E Tl'PE on PI<INJ NAME AND Tlll.E OF AUTHORIZ.ED f'ERSCM' Fllr an entity l11at is a business sl, r~ai es'.ate lnves:ment wst or an uniOOOfP.O!B!ed atsoclslicn, sel forth tt•e prol/ielon !Jflaw or.other tr.;sls ror lhe ~uthorily of lf'le person sl~nlng: ----------- Ol!EMERGefl·1 (RE:V0112D15) . .........,.;, . I . . . j I I J Addendum to Califot'Tlia Certificate of Merger RBF Consulting, a California corporation and The LPA Group, LLC, a South Carolina limited liability company with and into Michael .Baker International; ~c., a Pennsylvania corporation Additional hlfonnation TheJ..PAGro LLC TYPE QP ffi;ITITY CA SECUTARY OF STATE FU..E # JURISDICTION NIA Limited Uitbi,lity South Carolina Co an THJ,3 PRINCIPAL TEaMS OF THB AGR~6MBNT OF MERGER. WERE APPROVED BY A VOTB OF Tim NUMBER OF INTERESTS OR SHA.J(ES OF EACH ~[,.ASS THAT EQUALED OR. EXCEEDED THE VOTE REQ'OffiED •. ~lSA~PEARruQ :mJ'WY The LPA Gl"oup, Ll,.C CLASS AND NUMBER AND fE.Jl.QBNTAQE Vp'fB REQUIRE.D 1,000 shares of common steele .SO. I% The Agreement of Merger was approved by the umuilinous vote of all of the issued and outstanding shares of capital stock of The LP A G1·oup, LLC I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT TIIE FOR.EGOINO IS TR.UB AND CORRECT OF MY OWN KNOWLEDGE. I D.aCLARE I AM THE PERSON WO EXEClrrED THIS INSTRUMENT, WHJCH EXECUTION IS MY ACT AND PEED. THE LPA GROUP, LLC (Disappearing Entity) Br.~ N~ne: H .. James MoKni . Tit!~; Executive VIce Piesident, Chief Legal Officer & Corporate .Secretary ..... 4 l6t Date: __ ....,... ___ , __ _ ·~ ~ADIUA, Sec.Mary t:lf state PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO.9 PROJECT NO. 6608 CA905 This and Fee Allotment, is entered into on -----t<-..:..............,~'-----+____..._--+~,..c.===>L--..L-__,_""-----' pursuant to an Agreement between RBF Consulting, Californi corporation ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated March 27, 2015, ("proposal"), attached as Appendix "A" for the 6608 NORTHWEST QUADRANT STORM DRAIN PROGRAM (Arbuckle at Madison), (the "Project"). The Project services shall include engineering support during project construction. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundred twenty (120) working days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the Citv through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $23,300. City Attorney Approved Version 1/30/13 CA905 TABLE 1 FEE ALLOTMENT ENGINEERING SUPPORT SERVICES TASK GROUP LUMP SUM FEE Preparation of plans, specification and Cost estimate for drainage $23,300.00 improvements on Arbuckle Place and Madison Street TOTAL (Not-to-Exceed) $23,300.00 Executed by Contractor this 15-~'~ day of_;_I'/._P._Ie_IL _________ , 2015. CONTRACTOR RBF CONSULTING, a California corporation (name of Contractor) By: Richard Lucera I Vice President (print name/title) RBF CONSULTING, a California corporation (name of Contractor) By: rt. H. James McKnight Chief Legal Officer, a · : :t Secretary (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California Ce~? Date: c;fi6k By: APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements Arbuckle Place UNDERSTANDING OF PROJECT APPENDIX "A" SCOPE OF SERVICES March 27, 2015 CA905 Client desires to proceed with construction of drainage improvements within the Northwest Quadrant of Carlsbad at the following general locations and limits of work: 1. Arbuckle Place-Improvements are anticipated to consist of a concrete cross gutter, AC berm, one curb inlet, and 18" RCP. The cross gutter will be located at the intersection of Arbuckle Place and Madison Street. The AC berm will be located along the existing edge of pavement on the northeast and southeast corners of that same intersection. The curb inlet and associated storm drain will collect runoff from the existing low spot in the curb in from of the US Post Office parking lot on the west side of Madison Street directly across from Arbuckle Place. Surface improvements will also be considered as an alternative solution to address the isolated pending in front of the post office. Completion of this overall effort will require utility research, pothole surveying, preparation of project improvements plans, and analysis of area hydrology and stormwater hydraulics. TASK 1 EXISTING UTILITY RESEARCH The Consultant will research and obtain readily available utility records related to existing location of gas, electric, cable television, telephone, and fiber optics lines, etc. The Consultant will also utilize the City's online document management system to find "as-built" drawings necessary to establish location of existing storm drain, sanitary sewer, water, and irrigation. TASK 2 HYDROLOGY AND HYDRAULICS ADDENDUM (30% DEVELOPMENT LEVEL) The Consultant will prepare an addendum to the previously developed hydrology and hydraulic report prepared for the Madison Street storm drain improvements. The addendum will include sizing calculations for the proposed storm drain pipe and inlet. No new hydrology calculations are assumed warranted. TASK 3 STORM DRAIN IMPROVEMENT PLANS (30% DEVELOPMENT LEVEL) The Consultant will prepare storm drain improvement plans based upon the necessary items of work at the project locations and limits described above in "Understanding of Project." The plans will be one single sheet including the following: o Cover Sheet, Notes, and Details (2 sheets) o Plan/* Profiles (2 sheet @ 1 "=20' horizontal) TASK 4 HYDROLOGY AND HYDRAULICS ADDENDUM (70%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Additional detail will be added as appropriate to reflect evolution of design. A-1 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements Arbuckle Place -can't TASK 5 STORM DRAIN IMPROVEMENT PLANS (70%) March 27, 2015 CA905 The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 6 HYDROLOGY AND HYDRAULICS ADDENDUM (100%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 7 STORM DRAIN IMPROVEMENT PLANS (100%) The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 8 HYDROLOGY AND HYDRAULICS ADDENDUM (FINAL) The Consultant will revise report and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 9 STORM DRAIN IMPROVEMENT PLANS (FINAL) The Consultant will revise plans and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 10 COST ESTIMATES The Consultant shall prepare improvement cost estimates based upon items of work shown on the 30%, 70%, and 100% plan sets. Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. TASK 11 MEETINGS AND COORDINATION The Consultant shall allot a budget of 20 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff and the project Geotechnical Engineer. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 12 POTHOLE SURVEYING The Consultant shall perform a survey of the existing grade at each pothole location. The actual potholing exposure of utilities is not included as part of this task and is assumed to be the responsibility of the City of Carlsbad. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this A-2 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements Arbuckle Place -con't March 27, 2015 CA905 work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. NOTES Consultant's obligations are based upon the following: 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on available record drawings. 2) Water quality analysis or BMP design is considered unwarranted. We don't anticipate that this project would be considered a "Priority Project" by the standards of the Jurisdictional SUSMP or warrant coverage for stormwater discharge under the Statewide General Construction Permit. 3) This scope does not include processing and coordination with resource agencies, including, but not limited to, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. 4) It is assumed the City of Carlsbad will prepare as-built drawings and perform engineering support during the bid process as well as during construction. If desired, those services can be provided under a separate agreement. 5) It is assumed that project improvements do not warrant modification to existing landscaping, irrigation, or traffic signals. Therefore, design services related to these efforts have not been included within this scope of work. 6) Preparation of engineering specifications has not been requested. That service can be provided under separate agreement if desired. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work 3. Client will provide additional detailed topography covering the isolated pending area in front of the post office. A-3 RBF Consulting Contract Agreement for March 27, 2015 CA905 Carlsbad Northwest Quadrant Drainage Improvements Arbuckle Place APPENDIX B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Task 2 Task 3 Task4 Task 5 Task 6 Task 7 Task 8 Task 9 Task 10 Task 11 Task 12 Existing Utility Research .................................................................................. $800 Hydrology and Hydraulics Addendum (30%) ................................................ $1,500 Storm Drain and Roadway Improvement Plans (30%) .................................. $5,500 Hydrology and Hydraulics Addendum (70%) ................................................... $800 Storm Drain and Roadway Improvement Plans (70%) .................................. $4,500 Hydrology and Hydraulics Addendum (100%) ................................................. $500 Storm Drain and Roadway Improvement Plans (100%) ................................ $2,000 Hydrology and Hydraulics Addendum (Final) ................................................... $500 Storm Drain and Roadway Improvement Plans (Final) ................................. $1,200 Cost Estimates (30%, 70%, and 1 00%) ........................................................ $1,500 Meetings and Coordination ........................................................................... $2,000 Pothole Surveying ........................................................................................ $2,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................... $500 TOTAL $23,300 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 8 MONROE STREET DRAINAGE IMPROVEMENT CA905 This Fee Allotment, is entered into on -:::--T-::-:-L-t:--'4.-T=----:-:-t~~-~t.L.4~..L.:-::-:::-----::-.' pursuant to an Agreement between RBF Consulting, Californi corporation ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated March 27, 2015, ("proposal"), attached as Appendix "A" for the Monroe Street Drainage Improvement, (the "Project"). The Project services shall include engineering support during project construction. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundred twenty (120) working days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the Citv through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $17,900. City Attorney Approved Version 1/30/13 CA905 TABLE 1 FEE ALLOTMENT ENGINEERING SUPPORT SERVICES TASK GROUP LUMP SUM FEE Plans, specification and Cost estimate for drainage $17,900.00 improvements on Monroe Street TOTAL (Not-to-Exceed) $17,900.00 Executed by Contractor this f~ t1 l c; day of ___;_I"_P._il.._1 L ________ , 2015. CONTRACTOR RBF CONSULTING, a California corporation (name of Contractor) By:~ Richard Lucera I Vice President (print name/title) RBF CONSULTING, a California corporation (name of Contractor) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: Date: _S""--tlc....<...!--':.f.'-'-,/(-'-;_5_-__ _ APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: AsfJ!M-Att~ City Attorney Approved Version 1/30/13 2 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements Monroe Street UNDERSTANDING OF PROJECT APPENDIX A SCOPE OF SERVICES March 27, 2015 CA905 Client desires to proceed with construction of drainage improvements within the Northwest Quadrant of Carlsbad at the following general locations and limits of work: 1. Monroe Street -Improvements are intended to begin upstream of the residence at 3095 Monroe Street and extend approximately 200' to the existing storm drain system at the intersection of Monroe Street and Carlsbad Village Drive. Improvements are anticipated to consist of a standard curb inlet and 18" RCP. Several new regional standard manholes would also be required. The conveyance capacity of Monroe Street will be also be analyzed to determine if an alternative, more cost effective design solution is feasible. Completion of this overall effort will require utility research, pothole surveying, preparation of project improvements plans, and analysis of area hydrology and stormwater hydraulics. TASK 1 EXISTING UTILITY RESEARCH The Consultant will research and obtain readily available utility records related to existing location of gas, electric, cable television, telephone, and fiber optics lines, etc. The Consultant will also utilize the City's online document management system to find "as-built" drawings necessary to establish location of existing storm drain, sanitary sewer, water, and irrigation. TASK 2 HYDROLOGY AND HYDRAULICS REPORT (30% DEVELOPMENT LEVEL) The Consultant will prepare hydrology and hydraulic calculations to substantiate the sizing of the proposed inlet as well as gutter and pipe flow capacity. Hydrology and hydraulic calculations will utilize rational method procedures described within the County of San Diego Hydrology and Drainage Design Manuals, as adapted by the City of Carlsbad. The calculations will be packaged along with the necessary hydrology maps, exhibits, narrative information, and summary tables. TASK 3 STORM DRAIN IMPROVEMENT PLANS (30% DEVELOPMENT LEVEL) The Consultant will prepare storm drain improvement plans based upon the necessary items of work at the project locations and limits described above in "Understanding of Project." The plans will be one single sheet including the following: o Notes and Details o Plan/Profile (1 "=20' horizontal) TASK 4 HYDROLOGY AND HYDRAULICS REPORT (70%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Additional detail will be added as appropriate to reflect evolution of design. A-1 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements Monroe Street-con't TASK 5 STORM DRAIN IMPROVEMENT PLANS (70%) March 27, 2015 CA905 The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 6 HYDROLOGY AND HYDRAULICS REPORT (100%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 7 STORM DRAIN IMPROVEMENT PLANS (100%) The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 8 HYDROLOGY AND HYDRAULICS REPORT (FINAL) The Consultant will revise report and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 9 STORM DRAIN IMPROVEMENT PLANS (FINAL) The Consultant will revise plans and address minor comments made by City of Carlsbad based upon review of 1 00% submittal. TASK 10 COST ESTIMATES The Consultant shall prepare improvement cost estimates based upon items of work shown on the 30%, 70%, and 100% plan sets. Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. TASK 11 MEETINGS AND COORDINATION The Consultant shall allot a budget of 20 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff and the project Geotechnical Engineer. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 12 POTHOLE SURVEYING The Consultant shall perform a survey of the existing grade at each pothole location. The actual potholing exposure of utilities is not included as part of this task and is assumed to be the responsibility of the City of Carlsbad. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. A-2 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements Monroe Street -con't NOTES Consultant's obligations are based upon the following: March 27, 2015 CA905 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on available record drawings. 2) Water quality analysis or BMP design is considered unwarranted. We don't anticipate that this project would be considered a "Priority Project" by the standards of the Jurisdictional SUSMP or warrant coverage for stormwater discharge under the Statewide General Construction Permit. 3) This scope does not include processing and coordination with resource agencies, including, but not limited to, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. 4) It is assumed the City of Carlsbad will prepare as-built drawings and perform engineering support during the bid process as well as during construction. If desired, those services can be provided under a separate agreement. 5) It is assumed that project improvements do not warrant modification to existing landscaping, irrigation, or traffic signals. Therefore, design services related to these efforts have not been included within this scope of work. 6) Preparation of engineering specifications has not been requested. That service can be provided under separate agreement if desired. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work A-3 RBF Consulting Contract Agreement for March 27, 2015 CA905 Carlsbad Northwest Quadrant Drainage Improvements Monroe Street APPENDIX B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Task 2 Task 3 Task4 Task 5 Task 6 Task 7 Task 8 Task 9 Task 10 Task 11 Task 12 Existing Utility Research .................................................................................. $800 Hydrology and Hydraulics Report (30%) ....................................................... $2,500 Storm Drain and Roadway Improvement Plans (30%) .................................. $4,000 Hydrology and Hydraulics Report (70%) ....................................................... $1,000 Storm Drain and Roadway Improvement Plans (70%) .................................. $3,500 Hydrology and Hydraulics Report (100%) ........................................................ $500 Storm Drain and Roadway Improvement Plans (100%) ................................ $1,000 Hydrology and Hydraulics Report (Final) ......................................................... $500 Storm Drain and Roadway Improvement Plans (Final) .................................... $800 Cost Estimates (30%, 70%, and 1 00%) ........................................................ $1,200 Meetings and Coordination ........................................................................... $1,600 Pothole Surveying ........................................................................................ $2,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................... $500 TOTAL $17,900 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO.7 PROJECT NO. 6608 CA905 Description and Fee Allotment, is entered into on -=--"'-"#":.~-""~~~~~_._~~~~.c.,-:.._,_ ___ , pursuant to an Agreement between RBF ltmg, a Calif ia cor oration "Contractor") and the City of Carlsbad, ("City") dated vember 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated December 18, 2014, ("proposal"), attached as Appendix "A" for the 6608 Northwest Quadrant Storm Drain Program (Madison St.), (the "Project"). The Project services shall include engineering support during project construction. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundred twenty (120) working days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $4,000. City Attorney Approved Version 1/30/13 CA905 TABLE 1 FEE ALLOTMENT ENGINEERING SUPPORT SERVICES TASK GROUP LUMP SUM FEE CONSTRUCTION SUPPORT DWG NO. 457-41 $4,000.00 TOTAL (Not-to-Exceed) $4,000.00 Executed by Contractor this ___ day of ____________ , 20 __ CONTRACTOR RBF CONSULTING, a California corporation (name of Contractor) By: Richard Lucera I Vice President (print name/title) RBF CONSULTING, a California corporation (name of Contractor) By:~,dw('- (sign here) Richard A. Rubin I Assistant Secretary (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: t£L ~ " c· A Ass1stant 1ty tto ney City Attorney Approved Version 1/30/13 2 December 18, 2015 Sherri Howard City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 • • • A~Company Subject: Construction and Bid Support Services for Dwg. No. 457-41 Dear Sherri: Appendix "A" RBF is pleased to present you with the scope for construction and bid support services for the Northwest Quadrant Storm Drain Improvement Program. These services are related to the recently finalized Dwg. No. 457-41 (Madison Street). If you should have any questions or comments, please contact me directly at (760) 476-9193, or via email at rlucera@rbf.com. Sincerely, Rich Lucera, PE Vice President Stormwater Management PLANNING • DESIGN • CONSTRUCTION 5050 Avenida Encinas, Suite 260, Carlsbad, California 92008 -760.476.9193 -FAX 760.476.9198 Offices located throughout California, Arizona & Nevada • www.RBF.com RBF Consulting December 18, 2014 NW Quadrant Drainage Improvements -Madison Street Construction Support EXHIBIT A Scope of Services TASK 1 CONSTRUCTION SUPPORT (DWG. NO. 457-41) The Consultant will provide up to 30 hours of construction and bid support for Dwg. No. 457-41. Support services may include, but are not limited to, response to RFis, design changes resulting from unanticipated field conditions, and client driven design changes. Work can begin immediately following Client approval of this agreement and is anticipated to last through July 2015 (estimated end of construction). ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. A-1 RBF Consulting December 18, 2014 NW Quadrant Drainage Improvements-Madison Street Construction Support EXHIBITS Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials basis not to exceed the following schedule of compensation. In addition to the indicated fees, reimbursable expenses such as reproduction shall be billed at cost plus 1 0% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Construction Support (Dwg. No. 457-41) ........................................................ $4.000 TOTAL $4,000 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO.6 PROJECT NO. 6608 CA905 Task Descript"on and Fee Allotment, is entered into on .-/ .4 11 /... , pursuant to an Agreement between RBF Co,os ing, a Calif rnia orporation, ("Contractor") and the City of Carlsbad, ("City") dated N6 mber 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated May 9, 2014, ("proposal"), attached as Appendix "A" for the Northwest Quadrant Storm Drain Program (Laguna Storm Drain Analysis), (the "Project"). The Project services shall include hydrology and hydraulic analysis, recommendations for system improvements, field walk, meetings, and project management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within six (6) months thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Ill Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $19,700. City Attorney Approved Version 1/30/13 CA905 TABLE1FEEALLOTMENT STORM WATER ENGINEERING SERVICES TASK GROUP LUMP SUM FEE Hydrology and Hydraulic Analysis of current and future conditions and preparation of a report with any system recomendations $19,700 TOTAL (Not-to-Exceed) $19,700 Executed by Contractor this ____ day of _____________ , 2014. CONTRACTOR RBF CONSULTING, a California corporation (name of Contractor) By: ~ (sihere)" Richard Lucera I Vice President (print name/title) RBF CONSULTING, a California corporation (name of Contractor) By: ~/a-/LL~ n " 'AIL 0 fl n (sig~ here) ~ILt"l . I ,"1, ~2>IN Miefieml J. B' JEI<e I Assistant Secretary (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: / .. -017~({/ Date: __ ..:::W::....._ __ r---=0~·--r __ _ APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 RBF Consulting Contract Agreement for Carlsbad NW Quadrant -Laguna Storm Drain Analysis UNDERSTANDING OF PROJECT EXHIBIT A SCOPE OF SERVICES May 9, 2014 Client desires an analysis to determine the adequacy of the existing storm drain system in Laguna Drive. The main portion of the system extends from State Street to approximately Pia Pica Drive (east of Interstate 5). Laterals also extend to the south at Roosevelt Street and Madison Street. The existing pipes range in size from 36" down to 18". The total length of pipes (including laterals) is approximately 4,000 LF. The tributary area to the system will be defined as part of this work, but it is estimated to range from 50 to 100 acres based upon preliminary review of City as-built drawings. We are not aware of any reports of historic flooding in Laguna Drive, but understand that other current efforts to resolve flooding on Roosevelt Street and Madison Street involve a design approach that will increase the peak rate in the Laguna Drive system. The City requires an analysis that accurately determines the significance of this increase to the existing Laguna Drive System. The need for and extent of additional capital improvements to this storm drain will also be identified. Based on the City's desire to analyze and plan for a potential future CIP project, this current scope of services does not include plan preparation or survey work. TASK 1 EXISTING UTILITY RESEARCH (LAGUNA DRIVE) The Consultant will research and obtain readily available as-builts drawings related to the existing storm drain system. Some information has already been acquired through research on previous projects in the area, but additional research is still need to analyze the entire system and more clearly define the tributary area. TASK 2 ENGINEERING FIELD WALK (LAGUNA DRIVE) The Consultant will perform an engineering field walk to confirm tributary drainage areas and observe gutter and inlet conditions. The field walk will focus on Laguna Drive since field observations have already been performed for Roosevelt Street and Madison Street as part of previous work efforts. TASK 3 EXISTING CONDITION HYDROLOGY AND HYDRAULICS ANALYSIS The Consultant will prepare existing condition hydrology and hydraulic calculations that build upon previous studies for Roosevelt (north of Grand), Grand Avenue, and Madison Street. The analysis will address the following design objectives: a) Quantify existing peak flow rates for the 10 and 1 00-year events. b) Determine the hydraulic adequacy of existing storm drain system (pipes and inlets) in Laguna Drive. c) Determine street flow and compliance with City dry lane standards. Hydrology and hydraulic calculations will utilize rational method procedures described within the County of San Diego Hydrology and Drainage Design Manuals, as adapted by the City of Carlsbad. Pipe, inlet, and gutter hydraulics will be evaluated using Hydraflow Storm Sewer, or City desired alternative. The A-1 RBF Consulting Contract Agreement for Carlsbad NW Quadrant-Laguna Storm Drain Analysis EXHIBIT A (cont.) May 9, 2014 calculations will be packaged along with the necessary hydrology maps, exhibits, narrative information, and summary tables. TASK 4 PROPOSED CONDITION HYDROLOGY AND HYDRAULICS ANALYSIS The Consultant shall prepare future condition hydrology and hydraulic calculations that consider potential future modifications to the existing pipe and inlets in Roosevelt Street. The analysis will address the following potential impacts of the future improvements: a) Inlet capacity b) Gutter capacity c) Pipe capacity The proposed condition analysis will be combined with the existing condition analysis in an overall hydrology and hydraulics report as discussed in Task 3. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide sufficient tope to determine to tributary drainage area to the system. A-2 RBF Consulting Contract Agreement for Carlsbad NW Quadrant-Laguna Storm Drain Analysis EXHIBIT B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: May 9, 2014 Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NW QUADRANT-LAGUNA STORM DRAIN ANALYSIS Task 1 Task2 Task 3 Task4 Existing Utility Research (Laguna Drive) ....................................................... $1,500 Engineering Field Walk (Laguna Drive) ......................................................... $1,200 Existing Condition Hydrology and Hydraulics Analysis ................................ $12,500 Proposed Condition Hydrology and Hydraulics Analysis ............................... $4.500 TOTAL $19,700 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 5 PROJECT NO. 6608 CA905 This Project Task and Fee Allotment, is entered into on ~ r. / t , pursuant to an Agreement between RBF Consulting, a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated January 8, 2014, ("proposal"), attached as Appendix "A" for the Northwest Quadrant Storm Drain Program (Madison Street and Arbuckle Place), (the "Project"). The Project services shall include hydrology and hydraulic analysis, preparation of improvement plans and cost estimates, utility coordination, meetings, and project management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $15,700. City Attorney Approved Version 1/30/13 TABLE 1 FEE ALLOTMENT CIVIL ENGINEERING SERVICES TASK GROUP LUMP SUM FEE Civil Design Services $15,700 TOTAL (Not-to-Exceed) $15,700 ?0 .fA day of 1 ·,1 Executed by Contractor this ~...L ----''-....1""-L>~,Jt'"'-N.:...;v;_;· )(l...:..t(~=ff-------· 20 I,L CONTRACTOR I RBF CONSULTING, a California corporation (name of Contractor) By:~~ By: '(~' !6u.~~/i.v U-t~ (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California Date: ----j.1J_;;;_,~,:...:....fl...L....f ___ _ APPROVED AS TO FORM: CELIA A BREWER, City Attorney City Attorney Approved Version 1/30/13 2 RBF Consulting APPENDIX A Contract Agreement for Carlsbad NW Quadrant-Madison and Arbuckle (Final Design) UNDERSTANDING OF PROJECT EXHIBIT A SCOPE OF SERVICES January 8, 2014 Client desires to proceed with conceptual design of drainage improvements within the Northwest Quadrant of Carlsbad at the following location and limit of work: Madison Street and Arbuckle Place -Pending has been observed at a primary location of concern at the east side of the street in front of 2755 and 2736 Madison Street (the "main problem area") Completion of this work effort will consist primarily of 70%, 100%, & Final project improvements plans, along with the corresponding hydrology and stormwater hydraulics needed to substantiate design. As a contingency we have also included a task for additional on-going pothole coordination and support if needed. TASK 1 STORM DRAIN IMPROVEMENT PLANS (70%) The Consultant will prepare storm drain improvement plans based upon the preferred alternative (as determined by the City after the Pre-Improvement Plan Meeting) and comments generated based upon the 30% submittal. The plans are anticipated to include the following: o Cover Sheet, Notes, and Typical Street Sections (3 sheets) o Plan/Profiles (2-3 sheets @ 1 "=20' horizontal) TASK 2 HYDROLOGY AND HYDRAULICS REPORT (70%) The Consultant will build upon the 30% analysis and will prepare updated hydrology and hydraulic calculations to substantiate the design of pipes and inlets on the 70% plans. TASK 3 COST ESTIMATE (70%) The Consultant shall prepare an updated improvement cost estimate based upon items of work shown on the 70% plan set. Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. TASK 4 100% DESIGN PACKAGE SUBMITTAL The Consultant shall prepare updated improvement plans, hydrology study, and cost estimate based upon normal work progress as well as 70% review comments received from the City of Carlsbad. The 100% design package will be submitted for review and comment by the City of Carlsbad. TASK 5 FINAL DESIGN PACKAGE SUBMITTAL The Consultant shall prepare final (mylar) improvement plans, hydrology study, and cost estimate (if needed) based upon normal work progress as well as 100% review comments received from the City of Carlsbad. A-1 RBF Consulting Contract Agreement for January 8, 2014 Carlsbad NW Quadrant-Madison and Arbuckle (Final Design) EXHIBIT A (cont.) TASK 6 MEETINGS AND COORDINATION The Consultant shall allot a budget of 6 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 7 CONTINGENCY FOR ADDITIONAL POTHOLE SURVEYING If needed based, the Consultant shall perform additional survey of the existing grade at each pothole location. This task is intended as a contingency and assumes 1 additional site visit during completion of design work The actual potholing exposure of utilities is not included as part of this task and is assumed to be the responsibility of the City of Carlsbad. Subsequent potholing efforts are assumed unwarranted based upon current understanding of sub-surface utility conditions. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. NOTES Consultant's obligations are based upon the following: 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on data already provided by the City. 2) We don't anticipate that this project would be considered a "Priority Project" by the standards of the Jurisdictional SUSMP or warrant coverage for stormwater discharge under the Statewide General Construction Permit. Therefore a separate Stormwater Management Plan and/or creation of a project Stormwater Pollution Prevention Plan are assumed unwarranted. 3) This scope does not include processing and coordination with resource agencies, including, but not limited to, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. A-2 RBF Consulting Contract Agreement for Carlsbad NW Quadrant-Madison and Arbuckle (Final Design) EXHIBIT A (cont.) January 8, 2014 4) It is assumed the City of Carlsbad will prepare as-built drawings and perform engineering support during the bid process as well as during construction. If desired, those services can be provided under a separate agreement. 5) It is assumed that project improvements do not warrant modification to existing traffic signals. Therefore, design services related to that effort have not been included within this scope of work. 6) Preparation of engineering specifications has not been requested. That service can be provided under separate agreement if desired. 7) Preparation of pedestrian and traffic control plans based upon staged construction are assumed to be the responsibility of the City of Carlsbad. That service can be provided, if desired, by separate authorization. 8) We assume the 36" pipe in Laguna is adequately sized based upon conversation with the City and historic observance of problem areas, and therefore hydrologic study of this issue is unwarranted. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work A-3 RBF Consulting Contract Agreement for January 8, 2014 Carlsbad NW Quadrant-Madison and Arbuckle (Final Design) EXHIBIT B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NW QUADRANT-MADISON AND ARBUCKLE Task 1 Task2 Task 3 Task4 Task 5 Task6 Task 7 70% Improvement Plans ............................................................................... $6,500 70% Hydrology and Hydraulics Report .......................................................... $1 ,000 70% Cost Estimate ....................................................................................... $1 ,200 100% Design Package Submittal .................................................................. $2,500 Final Design Package Submittal ................................................................... $1,600 Meetings and Coordination .............................................................................. $650 Contingency for Additional Pothole Surveying (1 visit) .................................. $2,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................... $250 TOTAL $15,700 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 PROJECT NO. 6608 CA905 Thi Fee Allotment, is entered into on / #.. , pursuant to an Agreement between RBF Consulting, a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated October 25, 2013, ("proposal"), attached as Appendix "A" for the Northwest Quadrant Storm Drain Program (Alley Street -East Side, Highland Drive, Linda Lane), (the "Project"). The Project services shall include hydrology and hydraulic analysis, preparation of conceptual improvement plans and cost estimates, utility coordination, meetings, and project management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within six (6) months thereafter. Working days are defined in section 6-7.2 'Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $6,000. City Attorney Approved Version 5/12/11 TABLE 1 FEE ALLOTMENT CIVIL ENGINEERING SERVICES TASK GROUP LUMP SUM FEE Construction Support $6,000 TOTAL (Not-to-Exceed) $6,000 Executed by Contractor this 1 f'l--. day of J)e C....~ b e...r '2013. CONTRACTOR RBF CONSULTING, RBF CONSULTING, a California corporation a California corporation (name of Contractor) (n~me_of o a r) By:~~~ By~ . (s here) (Si9rlere) ldc.}-/J9Rj /Mu/?A Y'(;L P~s;ud/i-/llfCif,tk:;"c_-J.tuet:E /~L£!1/~y (print name/f e) (print name/t(tle) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California /l JJ By: ,!¥-~~or Date: ---'/_2-_..L.·/_b_'_I_J __ _ APPROVED AS TO FORM: RONALD R. BALL, City Attorney City Attorney Approved Version 5/12/11 2 October 25, 2013 Sherri Howard City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 APPENDIX A • • • A~Company Subject: Construction and Bid Support Services for Dwg. No. 457 -4F Dear Sherri: JN 134242 RBF is pleased to present you with the scope for construction and bid support services for the Northwest Quadrant Storm Drain Improvement Program. These services are related to the recently finalized Dwg. No. 457-4F (Highland, Valley, and Linda). If you should have any questions or comments, please contact me directly at (760) 476-9193, or via email at rlucera@rbf.com. Sincerely, Rich Lucera, PE Vice President Stormwater Management PLANNING • DESIGN • CONSTRUCTION 5050 Avenida Encinas, Suite 260, Carlsbad, California 92008 # 760.476.9193 # FAX 760.476.9198 Offices located throughout California, Arizona & Nevada • www.RBF.com RBF Consulting Addendum #1 NW Quadrant Drainage Improvements-Highland, Valley, and Linda EXHIBIT A Scope of Services TASK 1 CONSTRUCTION SUPPORT (DWG. NO. 457-4F) October 25, 2013 The Consultant will provide up to 50 hours of construction and bid support for Dwg. No. 457-4F. Support services may include, but are not limited to, response to RFis, design changes resulting from unanticipated field conditions, and client driven design changes. Work can begin immediately following Client approval of this addendum and is anticipated to last through October 2014 (estimated end of construction). ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. A-1 RBF Consulting Addendum #1 NW Quadrant Drainage Improvements-Highland, Valley, and Linda EXHIBIT 8 Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: October 25, 2013 Monthly on a time and materials basis not to exceed the following schedule of compensation. In addition to the indicated fees, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Construction Support (Dwg. No. 457-4F) ...................................................... $6,000 TOTAL · $6,000 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO.3 PROJECT NO. 6608 CA905 escripti and Fee Allotment, is entered into on -:-~'l:f"'4<Y~--:::.,.,6~..!..,1-<,;z:::-!-"--'/~ '~-:---:--,:• pursuant to an Agreement between RBF ting, California corporation, ("Contractor") and the City of Carlsbad, ("City") dated o mber 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated June 26, 2013, ("proposal"), attached as Appendix "A" for the Northwest Quadrant Storm Drain Program (Madison Street and Arbuckle Place}, (the "Project"). The Project services shall include hydrology and hydraulic analysis, preparation of conceptual improvement plans and cost estimates, utility coordination, meetings, and project management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within six (6) months thereafter. Working days are defined in section 6-7.2 'Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "P>;', will be performed by the Contractor only uoon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $25,850. City Attorney Approved Version 5/12/11 1 TABLE 1 FEE ALLOTMENT CIVIL ENGINEERING SERVICES Services "'"'uu" of conceptual improvement plans and cost estimates, utility TOTAL Executed by Contractor this /1 "' day of _ ___,:r'-'¥&~~-------· 2013. CONTRACTOR a By: (sign here) M~TttlL A. CMPv5 v. P. (print name/title) RBF CONSULTING, a California corporation (name of Contractor) By:/hLfa~· (sign heref !UtAArd AJ?...fl!b,".n. /hrT-s:eed4y (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: ColumnA Chairman, President or Vice-President Column 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. ::TY OF CARLS~;~ moolcipal roo>Oo;loo of tho -:·_"-z_,o~m~wia=-=.t..J:~/-J"-------~~ APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY: 4741 -~ Assistant City AttOrY City Attorney Approved Version 5/12/11 2 June 26, 2013 Sherri Howard City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 APPENDIX A • • • CONSULTING Subject: NW Quadrant Storm Drain Program -Madison and Arbuckle Dear Sherri: RBF is very pleased to present you with the scope of work for storm drain improvements in the vicinity of Madison Street and Arbuckle Place as part of the Northwest Quadrant Stonn Drain Program based upon our recent discussions. If you should have any questions or comments, please contact me directly at (760) 603- 6253, or via email at rlucera@rbf.com. We look forward to working closely with you and bringing this project to a successful conclusion. Sincerely, Rich Lucera, PE Senior Project Manager Stonnwater Management RBF Consulting Contract Agreement for Carlsbad NW Quadrant -Madison and Arbuckle UNDERSTANDING OF PROJECT EXHIBIT A SCOPE OF SERVICES June 26, 2013 Client desires to proceed with conceptual design of drainage improvements within the Northwest Quadrant of Carlsbad at the following general location and limit of work: Madison Street and Arbuckle Place -Ponding has been observed at several locations in the vicinity of Madison Street between Arbuckle Place and Laguna Drive. These "problem areas" are as follows: • Intersection of Madison Street and Arbuckle Place • East side of the street in front of 2755 and 2736 Madison Street (main problem area) • Near the inlet at the corner of Madison Street and Laguna Drive • West side of the street in front of 2725 and 2733 Madison Street • Intersection of Arbuckle Place and Jefferson Street There are two other minor areas of ponding located along Madison Street, south of Arbuckle Place, but we assume based on previous discussion with the City that these areas are not intended to be addressed by this current scope of work. Both locations are outside the limits of the topo that has been provided by the City. The primary objective is to develop potential design alternatives to reduce surface pending and convey runoff from these "problem areas" to the existing storm drain system in Laguna Drive. Completion of this overall effort will require utility research, pothole surveying (potentially, based on the results of the utility research), preparation of conceptual (30%} project improvements plans, and preliminary analysis of area hydrology and stormwater hydraulics. TASK 1 EXISTING UTILITY RESEARCH The Consultant will research and obtain readily available utility records related to existing location of gas, electric, cable television, telephone, and fiber optics lines, etc. It is anticipated that the City of Carlsbad can provide "as-built" drawings necessary to establish location of existing storm drain, sanitary sewer, water, and irrigation. TASK 2 HYDROLOGY AND HYDRAULICS REPORT (30% DEVELOPMENT LEVEL) The Consultant will prepare hydrology and hydraulic calculations to address the following design objectives: a) Quantify existing flow rates to the project area in the existing condition. Aerial photographs suggest that this system receives runoff from approximately 30 acres of existing development in Carlsbad Village. b) Determine the hydraulic adequacy of existing 18" pipe and curb inlet at the corner of Madison and Laguna based upon City standards. Determine pavement flow and compliance with dry lane standards. A-1 RBF Consulting Contract Agreement for Carlsbad NW Quadrant -Madison and Arbuckle EXHIBIT A (cont.) June 26, 2013 c) Identify location(s) where flooding is a result of undesirable sumps within the street area or gutter. d) Formulate recommendations to most cost effectively address deficiency with respect to inlet size and pipe capacity. The recommendations shall also consider the potential of reducing pending through overland relief created through modification of existing surface improvements as an alternative, or supplement to pipe improvements. e) Identify potential opportunities to address the "problem areas" using "green- street" design principles. Make recommendations as to whether such principles are as cost effective as traditional pipe and surface improvements. Also, address if such principles provide opportunity to enhance water quality or simultaneously address other City objectives not related to stormwater (i.e. traffic calming, on street parking, pedestrian circulation, etc.). Hydrology and hydraulic calculations will utilize rational method procedures described within the County of San Diego Hydrology and Drainage Design Manuals, as adapted by the City of Carlsbad. Pipe, inlet, and gutter hydraulics will be evaluated using Hydraflow Storm Sewer, or City desired alternative. Compliance with standard minimum pipe sizes and specification of Regional Standard may not be achievable for this project. The calculations will be packaged along with the necessary hydrology maps, exhibits, narrative information, and summary tables. TASK 3 PRELIMINARY CONCEPT EXHIBITS The Consultant shall prepare a maximum of 3 conceptual exhibits for the different alternatives considered in the Hydrology and Hydraulics Report. The exhibits will be submitted concurrently with the Hydrology and Hydraulics report for consideration and discussion at the Pre-Improvement Plan Meeting. TASK 4 PRE-IMPROVEMENT PLAN REVIEW The Consultant shall allot a budget of 6 hours to attend meetings to discuss and to review the results of the utility research, preliminary hydrology and hydraulic report (30% development level), and conceptual design options with City of Carlsbad staff. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 5 STORM DRAIN IMPROVEMENT PLANS (30% DEVELOPMENT LEVEL) The Consultant will prepare conceptual storm drain improvement plans based upon the preferred alternative (as determined by the City after the Pre-Improvement Plan Meeting). The plans are anticipated to include the following: o Cover Sheet, Notes, and Typical Street Sections (3 sheets) o Plan/* Profiles (5 sheets @ 1 "=20' horizontal) *Profiles will be conceptual level based on utility research and assumed utility depths where necessary. A-2 RBF Consulting Contract Agreement for June 26, 2013 Carlsbad NW Quadrant -Madison and Arbuckle EXHIBIT A (cont.) TASK 6 COST ESTIMATE The Consultant shall prepare an improvement cost estimate based upon items of work shown on the 30% plan set. Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. TASK 7 MEETINGS AND COORDINATION The Consultant shall allot a budget of 12 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 8 POTHOLE SURVEYING The Consultant shall perform a survey of the existing grade at each pothole location. The nature of the work is assumed to warrant only 1 site visits during this phase of design work The actual potholing exposure of utilities is not included as part of this task and is assumed to be the responsibility of the City of Carlsbad. Additional potholing may be advisable during subsequent phases of design. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. NOTES Consultant's obligations are based upon the following: 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on data already provided by the City. 2) We don't anticipate that this project would be considered a "Priority Project" by the standards of the Jurisdictional SUSMP or warrant coverage for stormwater discharge under the Statewide General Construction Permit. Therefore a separate Stormwater Management Plan and/or creation of a project Stormwater Pollution Prevention Plan are assumed unwarranted. A-3 RBF Consulting Contract Agreement for Carlsbad NW Quadrant -Madison and Arbuckle EXHIBIT A (cont.) June 26, 2013 3) This scope does not include processing and coordination with resource agencies, including, but not limited to, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. 4) It is assumed the City of Carlsbad will prepare as-built drawings and perform engineering support during the bid process as well as during construction. If desired, those services can be provided under a separate agreement. 5) It is assumed that project improvements do not warrant modification to existing traffic signals. Therefore, design services related to that effort have not been included within this scope of work. 6) Preparation of engineering specifications has not been requested. That service can be provided under separate agreement if desired. 7) Preparation of pedestrian and traffic control plans based upon staged construction are assumed to be the responsibility of the City of Carlsbad. That service can be provided, if desired, by separate authorization. 8) We assume the 36" pipe in Laguna is adequately sized based upon conversation with the City and historic observance of problem areas, and therefore hydrologic study of this issue is unwarranted. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work A-4 RBF Consulting Contract Agreement for June 26, 2013 Carlsbad NW Quadrant -Madison and Arbuckle EXHIBIT B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NW QUADRANT-MADISON AND ARBUCKLE Task 1 Task2 Task3 Task4 TaskS Task6 Task? Task a Existing Utility Research ............................................................................... $1 ,500 Hydrology and Hydraulics Report (30%) ....................................................... $7,300 Preliminary Concept Exhibits ........................................................................ $1,200 Pre-Improvement Plan Review ........................................................................ $800 Storm Drain and Roadway Improvement Plans (30%) ................................ $10,000 Cost Estimate ............................................................................................... $1 ,500 Meetings and Coordination ........................................................................... $1 ,300 Pothole Surveying (1 visit) ............................................................................ $2,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................... $250 TOTAL $25,850 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen ( 15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO.2 PROJECT NO. 6608 CA905 This second Project Ta k Description and Fee Allotment, is entered into on 1 , pursuant to an Agreement between RBF ia co oration, ("Contractor") and the City of Carlsbad, ("City") dated (the "Agreement"), the terms of which are incorporated herein by this 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated January 2, 2013, ("proposal"), attached as Appendix "A" for the Northwest Quadrant Storm Drain Program (linda Ln and Highland Dr), (the "Project"). The Project services shall include hydrology and hydraulic analysis, preparation of improvement plans and cost estimates, utility coordination, meetings, and project management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within six (6) months thereafter. Working days are defined in section 6-7.2 'Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $32,800. City Attorney Approved Version 5/12/11 TABLE 1 FEE ALLOTMENT CIVIL ENGINEERING SERVICES TASK GROUP . · LUMP SUM FEE Services include hydrology and hydraulic analysis, preparation of improvement plans and cost estimates, utility coordination, meetings, and project management. TOTAL (Not-to-Exceed) Executed by Contractor this I ~ CONTRACTOR RBF CONSULTING, a California corporation (name of Contractor) By: (~ /IVJr -'1 (s1gn here) ...::r. ('(1. W~( I \J \U? PI2G"'>!:0£#1' (print name/title) $32,800 $32,800 '2013. RBF CONSULTING, a California corporation (name of Contractor) By: (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: ColumnA Chairman, President or Vice-President Column 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. CITY 0 ARLSBAD, a municipal corporation of the State of California '"" By: Date: _c2_-....:.F___:· f_:..3 ___ _ Dt!f· City APPROVED AS TO FORM: City Attorney City Attorney Approved Version 5/12111 2 RBF Consulting Contract Agreement for APPENDIX A Carlsbad Northwest Quadrant Drainage Improvements- Valley Street, Highland Drive, and Linda Lane UNDERSTANDING OF PROJECT EXHIBIT A SCOPE OF SERVICES January 2, 2013 This scope of services is a continuation of work previously done under two separate authorizations (PTDFA #7 & #8 of agreement dated October 7, 2009). The master agreement for those authorizations has expired as of December 2012. This scope includes the outstanding tasks (and portions of tasks) from those PTDFAs. This current scope also incorporates City requested changes to the concept design of Highland Avenue and the 70% design of Valley Street at the intersection with McCauley Lane. Client desires to proceed with construction of drainage improvements within the Northwest Quadrant of Carlsbad at the following general locations and limits of work: 1. Valley Street -Improvements are proposed at two separate locations along the east side of Valley Street. The first is near the intersection of Valley Street and McCauley Lane and extend northwest for up to 1 00'. Drainage improvements will address existing pending at the cross gutter as well as along the eastern side of Valley Street. The second location is near the intersection with and Buena Vista Avenue. Drainage Improvements will address pending along the east side of Valley Street. 2. Highland Drive-Improvements are intended to begin at the existing inlet approximately half way between Magnolia Avenue and Tamarack Avenue on Highland Drive. From that point, improvements would extend approximately 600' toward the intersection with Magnolia Avenue. The new storm drain system will discharge through the curb near the existing D-25 (to be reconstructed) inlet immediately west of Highland Drive. 3. Linda Lane -There are existing drainage issues near the northwest end of Linda Lane that are believed to be a result of groundwater. It is anticipated that the improvements will include surface (and/or perhaps sub-surface) collection in each cul-de-sac at the northeast end of Linda Lane that will discharge to an existing storm drain system in Monroe Street (approximately 400' to the southwest). Drainage Improvements will reduce or eliminate the situation where groundwater seeps up through the pavement and is currently conveyed down Linda Lane within the existing gutters. Completion of this overall effort will require utility research, pothole surveying, preparation of project improvements plans, and analysis of area hydrology and stormwater hydraulics. TASK 1 ADDITIONAL EXISTING UTILITY RESEARCH-HIGHLAND DRIVE The Consultant will research and obtain readily available utility records related to existing location of gas, electric, cable television, telephone, and fiber optics lines, etc. It is anticipated that the City of Carlsbad can provide "as-built" drawings necessary to establish location of existing storm drain, sanitary sewer, water, and irrigation. The main focus of this effort will be the portion of Highland Drive between the existing inlet and Magnolia Avenue. This area was not part of the previous design alternative. A-1 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements- Valley Street, Highland Drive, and Linda Lane EXHIBIT A (cont.) January 2, 2013 TASK 2 REVISED HYDROLOGY AND HYDRAULICS REPORT (30% DEVELOPMENT LEVEL)-HIGHLAND DRIVE The Consultant will prepare hydrology and hydraulic calculations to substantiate the proposed improvements shown on the redline mark-up received from the City via email on 1/2/2013. Hydrology and hydraulic calculations will utilize rational method procedures described within the County of San Diego Hydrology and Drainage Design Manuals, as adapted by the City of Carlsbad. The revised study will document the level of protection provided by the proposed system in Highland Drive. In order to discharge to Magnolia Avenue through a D-25 curb outlet, the system will not provide a 1 00-year level of protection. Calculations will be provided to analyze the impacts of the additional flows being diverted into Magnolia Avenue downstream of the D-25 curb outlet. TASK 3 REVISED STORM DRAIN DESIGN (30% DEVELOPMENT LEVEL)-HIGHLAND DRIVE The Consultant will revise the design of the storm drain system in Highland Drive. Revisions will include a new alignment (to the north as opposed to the south) and a new termination point (Magnolia Avenue) per the City redlines discussed in Task 2. A separate deliverable for the 30% design revision is assumed not warranted since a specific alignment was included on the City redlines. The revised design further developed as part of Task 5 and included on the 70% improvement plans. TASK 4 REVISED STORM DRAIN DESIGN (70% DEVELOPMENT LEVEL) -VALLEY STREET The Consultants will revise the design of the storm drain systems in Valley Street per the City redlines discussed in Task 2. The Type D ditch and Type F catch basin that were previously proposed near the intersection with McCauley Lane will be eliminated and substituted with AC berm and a standard Type B curb inlet. The revised design will be incorporated into the 70% improvement plans (Task 5). TASK 5 STORM DRAIN IMPROVEMENT PLANS (70%) The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Plans will be expanded to include profiles and cross sections. Additional detail will be added as appropriate to reflect evolution of design. TASK 6 REVISED HYDROLOGY AND HYDRAULICS REPORT (70%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 30% development-level submittal as well as the design revisions from Task 4. Additional detail will be added as appropriate to reflect evolution of design. The revised 70% report will be submitted concurrently with the 70% improvement plans (Task 5). A-2 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements- Valley Street, Highland Drive, and Linda Lane EXHIBIT A (cont.) January 2, 2013 Work effort is assumed to require input and coordination with the project geotechnical engineer on the source(s), extent, and nature of groundwater. It is assumed that groundwater currently seeping into the gutter system in Linda Lane is free of pollutants that would render discharge within the MS4 (in Monroe Street) infeasible without additional provision for suitable, permanent Best Management Practices. We also assume that water quality testing will be done by others during the early stages of work to verify this condition. The project will likely require NPDES coverage. The level of effort associated with hydrology and hydraulics report anticipates providing limited technical support for NPDES coverage, but that NPDES permit coverage and compliance would primarily be the responsibility of the City. TASK 7 REVISED COST ESTIMATE (70%) The Consultant shall prepare a revised 70% cost estimate based upon items of work shown 70% plans (including design revisions from Tasks 3 and 4). Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. The revised 70% cost estimate will be submitted concurrently with the 70% improvement plans (Task 5). TASK 8 STORM DRAIN IMPROVEMENT PLANS (100%) The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 9 HYDROLOGY AND HYDRAULICS REPORT (100%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 10 STORM DRAIN IMPROVEMENT PLANS (FINAL) The Consultant will revise plans and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 11 HYDROLOGY AND HYDRAULICS REPORT (FINAL) The Consultant will revise report and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 12 COST ESTIMATES The Consultant shall prepare improvement cost estimates based upon items of work shown on the 100% plan set. Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. TASK 13 MEETINGS AND COORDINATION A-3 RBF Consulting Contract Agreement for January 2, 2013 Carlsbad Northwest Quadrant Drainage Improvements- Valley Street, Highland Drive, and Linda Lane EXHIBIT A (cont.) The Consultant shall allot a budget of 30 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff and the project Geotechnical Engineer. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. This task includes an engineering site visit to observe the new alignment of the system in Highland Drive and the anticipated discharge location in Magnolia Avenue. TASK 14 POTHOLE SURVEYING The Consultant shall perform a survey of the existing grade at each pothole location. The actual potholing exposure of utilities is not included as part of this task and is assumed to be the responsibility of the City of Carlsbad. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. NOTES Consultant's obligations are based upon the following: 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on available record drawings. 2) Water quality analysis or BMP design is considered unwarranted. We don't anticipate that any of these projects would be considered a "Priority Project" by the standards of the Jurisdictional SUSMP or warrant coverage for stormwater discharge under the Statewide General Construction Permit. 3) This scope does not include processing and coordination with resource agencies, including, but not limited to, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. 4) It is assumed the City of Carlsbad will prepare as-built drawings and perform engineering support during the bid process as well as during construction. If desired, those services can be provided under a separate agreement. A-4 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements- Valley Street, Highland Drive, and Linda Lane EXHIBIT A (cont.) January 2, 2013 5) It is assumed that project improvements do not warrant modification to existing landscaping, irrigation, or traffic signals. Therefore, design services related to these efforts have not been included within this scope of work. 6) Preparation of engineering specifications has not been requested. That service can be provided under separate agreement if desired. 7) Significant surface improvements are planned for Linda Lane. We assume those design efforts are to be subsequent to this project. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work 3. Client shall provide detailed topography for the following locations: a. Full street width of Magnolia Avenue near the intersection with Highland Drive (minimum 50' beyond anticipated termination of improvements). b. Full street width of McCauley Lane (minimum 50' east of proposed berm tie-in location). A-5 RBF Consulting Contract Agreement for January 2, 2013 Carlsbad Northwest Quadrant Drainage Improvements- Valley Street, Highland Drive, and Linda Lane EXHIBIT 8 Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. Reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Task 2 Task 3 Task4 TaskS Task6 Task 7 TaskS Task 9 Task 10 Task 11 Task 12 Task 13 Task 14 Task 15 Additional Existing Utility Research-Highland Drive ....................................... $500 Revised Hydrology and Hydraulics Report (30%)-Highland Drive .............. $1,200 Revised Storm Drain Design (30%)-Highland Drive ................................... $1,500 Revised Storm Drain Design (70%)-Valley Street ....................................... $2,500 Storm Drain and Roadway Improvement Plans (70%) .................................. $9,625 Revised Hydrology and Hydraulics Report (70%) ............................................ $400 Revised Cost Estimate (70%) ....................................................................... $1, 1 00 Storm Drain and Roadway Improvement Plans (100%) ................................ $3,125 Hydrology and Hydraulics Report ( 1 00%) ..................................................... $1 , 125 Storm Drain and Roadway Improvement Plans (Final) .................................. $2,625 Hydrology and Hydraulics Report (Final) ....................................................... $1,125 Cost Estimates (100%) .................................................................................... $600 Meetings and Coordination ........................................................................... $3,625 Pothole Surveying ......................................................................................... $2, 125 Reimbursable Expenses (Reproduction, Delivery, etc.) ................................ $1,625 TOTAL $32,800 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. B-1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 6608 CA905 This first Project Task Descgtion and Fee Allotment, is entered into on JQ,I\UCU:~ ~3. cOlO( , pursuant to an Agreement between RBF Consulting, aca IOrnia corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2012, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide civil engineering services in accordance with the "Project Engineer's Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated December 20, 2012, ("proposal"), attached as Appendix "A" for the Northwest Quadrant Storm Drain Program (Grand Avenue), (the "Project"). The Project services shall include hydrology and hydraulic analysis, preparation of improvement plans and cost estimates, utility coordination, meetings, and project management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Working days are defined in section 6-7.2 'Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $65,900. City Attorney Approved Version 5/12111 TABLE 1 FEE ALLOTMENT CIVIL ENGINEERING SERVICES Services include hydrology and hydraulic preparation of im plans and cost estimates, utility coordination, Executed by Contractor this 0 a.. CONTRACTOR RBF CONSULTING, a California corporation (name of Contractor) By: ~ht. {(...~ (s1gn here) ::r... /If. f,lauk /v.c. Pill 3 & ..,. (print name/title) '20jJ__. RBF CONSULTING, a California corporation (name of Contractor) By: ;41., d4J a ~.vu. for-r:;,c.~ . (print name/title) 1 / If Contractor is a corporation, this document must be signed by one individual from each column: ColumnA Chairman, President or Vice-President Column 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. RLSBAD, a municipal corporation of the State of California Date: / <23, 0.3 APPROVED AS TO FORM: City Attorney BY: ~JO~ ... Q-' ... L~-17/-r,A-V--- Assistant City~- City Attorney Approved Version 5/12/11 2 RBF Consulting Contract Agreement for APPENDIX A Carlsbad Northwest Quadrant Drainage Improvements-Grand Avenue UNDERSTANDING OF PROJECT EXHIBIT A SCOPE OF SERVICES December 20, 2012 Client desires to proceed with construction of drainage improvements within the Northwest Quadrant of Carlsbad at the following general locations and limits of work: Grand Avenue -Storm activity has been observed to produce approximately 1' -3' of ponded water at the existing inlet located adjacent to the Chase Bank, at the southwest corner of the intersection of Grand Avenue at Madison Street. The primary objective of this project is to address this specific condition through the creation of additional inlet and pipe capacity within the storm drain system in Grand Avenue starting at this location and running in a westerly direction to a point of tie in with an existing 66" storm drain in the alley adjacent to State Street ("the site"). Secondary objectives associated with this project include leveraging the effort associated with storm drain improvement by also performing other needed work, such as replacement of existing water valves. Secondary objectives also include identification of water quality retrofit opportunities to address forthcoming requirements under the Regional MS4 Permit, and possibly expand funding availability. Completion of this overall effort will require utility research, pothole surveying, preparation of project improvements plans, and analysis of area hydrology and stormwater hydraulics. TASK 1 EXISTING UTILITY RESEARCH The Consultant will research and obtain readily available utility records related to existing location of gas, electric, cable television, telephone, and fiber optics lines, etc. It is anticipated that the City of Carlsbad can provide "as-built" drawings necessary to establish location of existing storm drain, sanitary sewer, water, and irrigation. TASK 2 HYDROLOGY AND HYDRAULICS REPORT (30% DEVELOPMENT LEVEL) The Consultant will prepare hydrology and hydraulic calculations to address the following design objectives: a) Quantify existing flow rates to the Grand Avenue Storm Drain system in the existing condition. Aerial photographs suggest that this system receives runoff from approximately 18 acres from existing development in Carlsbad Village b) Determine the hydraulic adequacy of existing pipes and inlets based upon City standards. Determine existing gutter flow and compliance with dry lane standards. c) Formulate recommendations to most cost effectively address deficiency with respect to inlet size, spacing, and pipe capacity. Recommendations will also consider physical deficiency identified in previously performed CCTV video assessement. The recommendations shall also consider the potential of reducing pending through overland relief created through modification of A-1 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements-Grand Avenue EXHIBIT A (cont.) December 20, 2012 existing surface improvements as an alternative, or supplement to pipe improvement. d) Quantify existing flow rate to existing 66" pipe at alley adjacent to State Street, and determine hydraulic adequacy of pipe. The detail in this analysis will be done to a level only sufficient to determine if it contributes to the deficiency observed at the Chase Bank inlet. Aerial photographs suggest that this system receives on the order of 150 to 300 acres of runoff, although despite this, historic observation does not suggest that this pipe is hydraulically deficient. The confluence of both pipe systems (66" and Grand Avenue) will be evaluated using both steady-state (coincident peak), and unsteady flow conditions with non-coinciding peaks. e) Identify opportunities to retrofit bioretention within existing landscape pop outs along Grand Avenue. If this is feasible at any significant extent, evaluate the how attenuation provided would justify a reduction to pipe and inlet improvements along Grand Avenue. Hydrology and hydraulic calculations will utilize rational method procedures described within the County of San Diego Hydrology and Drainage Design Manuals, as adapted by the City of Carlsbad. The hydrology analysis is assumed to warrant the use of HEC HMS or City desired alternative to evaluate project flow rates. Pipe, inlet, and gutter hydraulics will be evaluated using Hydraflow Storm Sewer, or City desired alternative, and shall incorporate flow rates determined from HEC HMS. Compliance with standard minimum pipe sizes and specification of Regional Standard may not be achievable at many locations within the project limits. The calculations will be packaged along with the necessary hydrology maps, exhibits, narrative information, and summary tables. TASK 3 PRE-IMPROVEMENT PLAN REVIEW The Consultant shall allot a budget of 6 hours to attend meetings to discuss and to review the results of the utility research and preliminary hydrology and hydraulic report (30% development level) with City of Carlsbad staff. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 4 STORM DRAIN IMPROVEMENT PLANS (30% DEVELOPMENT LEVEL) The Consultant will prepare storm drain improvement plans based upon the necessary items of work at the project locations and limits described above in "Understanding of Project." The plans for each site will be submitted as one overall bid package and are anticipated to include the following: o Cover Sheet, Notes, and Typical Street Sections (3 sheets) o Plan/* Profiles (3 sheets @ 1 "=20' horizontal) o *Miscellaneous Profiles and Details (2 sheets) o *Landscape and Irrigation details ( 1 sheet) A-2 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements-Grand Avenue EXHIBIT A (cont.) December 20, 2012 *Profiles, Landscape/Irrigation, and other details will not be provided at 30% development level. TASK 5 HYDROLOGY AND HYDRAULICS REPORT (70%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 6 STORM DRAIN IMPROVEMENT PLANS (70%) The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 30% development-level submittal. Plans will be expanded to include profiles, cross sections, and temporary erosion and sediment control design. Additional detail will be added as appropriate to reflect evolution of design. TASK 7 HYDROLOGY AND HYDRAULICS REPORT (100%) The Consultant will revise report and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 8 STORM DRAIN IMPROVEMENT PLANS (100%) The Consultant will revise plans and address comments made by City of Carlsbad based upon review of 70% submittal. Additional detail will be added as appropriate to reflect evolution of design. TASK 9 HYDROLOGY AND HYDRAULICS REPORT (FINAL) The Consultant will revise report and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 10 STORM DRAIN IMPROVEMENT PLANS (FINAL) The Consultant will revise plans and address minor comments made by City of Carlsbad based upon review of 100% submittal. TASK 11 COST ESTIMATES The Consultant shall prepare improvement cost estimates based upon items of work shown on the 30%, 70%, and 100% plan sets. Unit prices shall be supplied by the City of Carlsbad, or based upon historical experience of consultant with similar local projects. TASK 12 MEETINGS AND COORDINATION The Consultant shall allot a budget of 24 hours to attend meetings and coordinate issues directly pertinent to this scope of work with City of Carlsbad staff and the project Geotechnical Engineer. Hours in excess of this initial budget, if necessary, shall be authorized by the client prior to performance of work beyond this amount. TASK 13 POTHOLE SURVEYING A-3 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements -Grand Avenue EXHIBIT A (cont.) December 20, 2012 The Consultant shall perform a survey of the existing grade at each pothole location. The nature of the work is assumed to warrant up to 3 separate site visits during the progress of design work The actual potholing exposure of utilities is not included as part of this task and is assumed to be the responsibility of the City of Carlsbad. ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perform services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee for such Additional Services. NOTES Consultant's obligations are based upon the following: 1) Survey mapping, right of way delineation, and easement research are all assumed unwarranted, since all work is understood to be within City right of way. Schematic right- of-way and property lines will be included on the improvement plans based on available record drawings. 2) We don't anticipate that any of these projects would be considered a "Priority Project" by the standards of the Jurisdictional SUSMP or warrant coverage for stormwater discharge under the Statewide General Construction Permit. Therefore a separate Stormwater Management Plan and/or creation of a project Stormwater Pollution Prevention Plan are assumed unwarranted. 3) This scope does not include processing and coordination with resource agencies, including, but not limited to, U S Army Corps of Engineers, U.S. Fish and Wildlife Service, California Department of Fish and Game, and the Regional Water Quality Control Board. These services are assumed unwarranted. 4) It is assumed the City of Carlsbad will prepare as-built drawings and perform engineering support during the bid process as well as during construction. If desired, those services can be provided under a separate agreement. 5) It is assumed that project improvements do not warrant modification to existing traffic signals. Therefore, design services related to that effort have not been included within this scope of work. 6) Preparation of engineering specifications has not been requested. That service can be provided under separate agreement if desired. A-4 RBF Consulting Contract Agreement for Carlsbad Northwest Quadrant Drainage Improvements -Grand Avenue EXHIBIT A (cont.) December 20, 2012 7) Input from a project geotechnical engineer may be warranted at some point during the progress of design to assist in evaluating the feasibility of bioretention or other Low Impact Development (LID) design elements along Grand Avenue 8) Preparation of pedestrian and traffic control plans based upon staged construction are assumed to be the responsibility of the City of Carlsbad. That service can be provided, if desired, by separate authorization. CLIENT RESPONSIBILITIES 1. Client shall provide all available "as-built" drawings and utility records relevant to the scope of work. 2. Client shall provide off-site topography necessary to establish drainage areas beyond the surveying limit of work A-5 RBF Consulting Contract Agreement for Decmeber 19, 2012 Carlsbad Northwest Quadrant Drainage Improvements-Grand Avenue EXHIBIT B Proposed Compensation Client agrees to compensate Consultant for such services as indicated below: Monthly on a time and materials (T&M) basis not to exceed the following schedule of compensation. In addition, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Task2 Task 3 Task4 Task 5 Task 6 Task 7 Task 8 Task 9 Task 10 Task 11 Task 12 Task 13 Existing Utility Research ............................................................................... $2,500 Hydrology and Hydraulics Report (30%) ..................................................... $10,000 Pre-Improvement Plan Review ........................................................................ $800 Storm Drain and Roadway Improvement Plans (30%) ........... . ............ $10,350 Hydrology and Hydraulics Report (70%). ... ........... . .............. . ............... $2,500 Storm Drain and Roadway Improvement Plans (70%) ........................... $13,800 Hydrology and Hydraulics Report (100%) .. . ................................. $1,000 Storm Drain and Roadway Improvement Plans (100%) ................................ $8,280 Hydrology and Hydraulics Report (Final) .......................................................... $500 Storm Drain and Roadway Improvement Plans (Final) .................................. $2,070 Cost Estimates (30%, 70%, and 100%) ........................................................ $4,500 Meetings and Coordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. $2,600 Pothole Surveying (3 visits).. .. . .. ........ . ...................... $6,000 Reimbursable Expenses (Reproduction, Delivery, etc.) ............................. $1 .000 TOTAL $65,900 Progress billings will be forwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant in writing of all items that are alleged to be incorrect. 8-1 MASTER AGREEMENT FOR STORM WATER ENGINEERING SERVICES (RBF CONSULTING) CA905 l THIS AGREEMENT i$ made and entered into as of the cJ ??2.J day of .7/.PJ4'?J~ , 20 /.;z , Jby and between the CITY OF CARLSBAD, a municipal corpor~tion, hereinafter referred to as "City", and RBF CONSULTING, a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering consultant that is experienced in storm water engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to storm water engineering. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION. The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. City Attorney Approved Version 2117112 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) for the term of the agreement; the total amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($1 00,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax 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. 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 in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone 2 City Attorney Approved Version 2/17/12 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 Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 1 0.1.1 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. 1 0.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City's Initials Contractor's Initials D If box is checked, Professional Liability Insurance requirement is waived. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 3 City Attorney Approved Version 2/17/12 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 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. 4 City Attorney Approved Version 2/17/12 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Ski~ Hammann Name Richard Lucera Title Trans~ortation Director Title Senior Project Manager Dept Trans~ortation Address 9755 Clairemont Mesa CITY OF CARLSBAD San Diego, CA 92124 Address 1635 Farada~ Avenue Phone (858) 810-1448 Carlsbad CA, 92008 Email rlucera@rbf.com Phone {760} 602-2751 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory 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. 5 City Attorney Approved Version 2/17/12 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed·or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 6 City Attorney Approved Version 2/17/12 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 City Attorney Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this I fZ dayof ouh~ 1 20 12..., CONTRACTOR RBF CONSULTING, a California corporation __:? B~KA-d.L- (sign here) R t t-n ~\'" .J A . )ZuJ.>,. "'-' t't u . v . f>. (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By:~r ATTEST: Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: RONALD R. BALL, City Attorney BY: M.&a -LA.a..ss..;::is=t~aJ.nt_C_i....l.,ty_A.:::::t:.Joto~r~~e=y;__ __ _ 8 City Attorney Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT • State of California County of Qc:l,.N \)~ On Oc± ~i L..O \ Z.. before me, ! 8· ~· · MeuSSAc. KiisruR "! -Commission No. 1830381 . J 8 . NOTARY PUBUC-CALIFORNIA i i ·. · SAN DIEGO COUNTY ] t My~.~JinB!11,201~ Place Notary Seal Above } who proved to me on the basis of satisfactory evidence to be the personl!Q whose nam~~ subscribed to the within instrument and acknowledged to me that ~It~ executed the same in~Ql{r/~ir authorized capacity~, and that by ~r/~r signatureJ') on the instrument the person~. or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ---------------------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:U~ o+ G:utA~-f(\~~8zj(\U. fnt.eto+. kt-Nl_W 20\2- Document Date: Q±. l 1 20\2 Number of Pages: 8 p <2) ~ ZO \S'" N\'A Signer(s) Other Than Named Above: I Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ 0 Individual 0 Corporate Officer-Title(s): 0 Partner - 0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: ________ _ Signer Is Representing: ___ _ RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: ______________ _ 0 Individual 0 Corporate Officer-Title(s): ________ _ 0 Partner-0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: _________ _ Signer Is Representing: ____ _ RIGHT THUMBPRINT OF SIGNER Top of thumb here • ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationaiNotary.org Item 115907 Reorder: Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT • State of California Orange County of ______________ _ } On October 4, 2012 before me, Kim Hartsfield, Notary Public Date Here Insert Name and Title of the Officer Michael V. Valenza personally appeared ----------------,-=:-:,-;-:-;-:-.==,.,---------------Name(s) of Signer(s) @ KIM HARTSFIELD ... Commission# 1824540 ~ Notary Public • California i j Orange County !: • • • • • J'l to:e tx~T :0: t5}~1 tl Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person~ whose name(¢..is/aJe,..subscribed to the within instrument and acknowledged to me that he/st;le/tb&y executed the same in his/hE;,/tt)slr authorized capacity(i~. and that by his/tiJil'F{tbeir signature(.B+..on the instrument the personOO,. or the entity upon behalf of which the person(~cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 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 Master Agreement -City of Carlsbad Title or Type of Document:------------------------------- Document Date: ___________________ Number of Pages: ________ _ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: __ M_i_c_h_a_e_I_V_._V_a_l_e_n_z_a __ D Individual n Corporate Officer-Title(s): Vice President D Partner-D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: ________ _ Signer Is Representing: ___ _ RBF Consulting RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: ______________ _ D Individual D Corporate Officer-Title(s): -----~--- 0 Partner-D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: _________ _ Signer Is Representing: ____ _ RIGHT THUMBPRINT OF SIGNER Top of thumb here • ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationaiNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 ' ' ~· <(~: ~· CITY OF CARLSBAD ~ lo{. ·f("' 11!,~ 'I;~ ....... / • , t iltl ~r. . ~~ . . ' . ; : l !, ·,.! ' RATE SCHEDULE EXHIBIT A The rate schedule below indicates hourly billing rates for each member of the project team. These rates will be valid from the date of delivery of this SOQ (May 23, 2012) through December 31, 2015. OFFICE PERSONNEL $/hour Principal .................................................................................................. 225.00 Project Manager ..................................................................................... 192.00 Task Manager ......................................................................................... 179.00 Project Engineer ..................................................................................... 153.00 Design Engineer ...................................................................................... 134.00 Designer/Planner .................................................................................... 118.00 FIELD PERSONNEL $[hour 2-Person Survey Crew ............................................................................. 250.00 Licensed Surveyor ................................................................................... 177.00 Field Supervisor ...................................................................................... 172.00 OTHER SERVICES AND FEES $[hour Clerical/Word Processing ......................................................................... 63.00 Vehicle Mileage ................................................................................. 0.60/Mile Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 10%. A subconsultant management fee of 10% will be added to the direct cost of all subconsultant services to provide for the cost of administration, subconsultant consultation and insurance. ~----------------------------------------------------------------------- CONSULTING A-Compaffl 18 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Marshall Plantz!Transportation, Bill Plummer/Utilities (Name and Department) Proposed modification(s) to the Prof. Liability requirement(s) for RBF (Type of insurance) D Reduce coverage to the amount of : D Waive coverage October 16, 2012 Date Master /Civil & Traffic Engr Svcs-CA898-City; CA899-CMWD Master/Storm Water Engr Svcs-CA905-City; CA907-CMWD (Name of contract) ~ Other: Waive requirement of surplus lines carrier on the LASLI (formerly LESLI) FACTOR(S) IN SUPPORT OF MODIFICATION(S) (checkthosethatapply) 0Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] ------- 0Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number ofcandidates RFP sent ro and number responded ifapplicablej __________ _ 0Contract Amount!ferm of Contract: $ __ . Work will be completed over a period of __ 0Professiona1 Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain}. ------------------------------ ~Other (e.g. explain why exposures are minima1, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Under the Nonadmitted and Reinsurance Reform Act (NRRA), as part of the Dodd-Frank Act and implemented in Insurance Code Section 1765.1, "alien" nonadmitted insurers listed on the NAIC's (National Association of Insurance Commissioners) Quarterly List of Alien Insurers are eligible to accept placements of California risks from surplus lines brokers. The federal action provides for the national listing. thereby allo\\'ing alien carriers to avoid individual filing requirements in each state such as those to be included on the LASLI (formerly LESLI). As of January 30, 2012 Lloyds of London!Beazley syndicate voluntarily removed itself from the LASLI, electing to rely on inclusion on the Quarterly List of Alien Insurers to provide insurance for California risks from surplus lines brokers. Lloyds has made a filing in California that permits the Department oflnsurance to "recognize" Lloyd's syndicates in the event of an inquiry from a broker or a member of the public. 1 Iowever, the extent to which standards for~ surplus lines carrier on the LASLI (List of Approved Surplus Lines Insurers) versus those on the Quarterly List of Alien Insurers is unclear as of the writing of this waiver and in recent articles appearing in the Insurance Journal it appears that the state's implementing legislation has resulted in issues that may need to be resolved in court In any case, there is confusion among brokers and clients because there are now 2 lists in the state, one with "approved" surplus lines carriers and the other, the national list of"eligible" surplus lines carriers. Apparently Lloyds is trying to work with the state to sort out some of the confusion ad it can be anticipated that there will be more to come on this matter. In the meantime, Lloyds of London/Beazley syndicate has and continues to be the carrier for RBF for its professional liability insurance, it was on the LASLI until it requested removal. and it is the carrier for the contractor with significant ongoing projects in the City. It is requested Lloyds ofLondon/Beazley syndicate be accepted as the carrier for professional liability insurance for RBF. Approved by Risk Manager for these 4 contracts only: /o-;0-zo;z (Signature) (Date) H:IWORD\Insurance\Admin Order #68 waiver modify insurance requirements.doc 06/15/2006