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HomeMy WebLinkAboutRBF | Michael Baker International Inc; 2015-06-11;RATIFICATION TO EXTEND AND AMEND ORIGINAL AGREEMENT FOR PLAN CHECK SERVICES MICHAEL BAKER INTERNATIONAL, INC. Ji This Ratification of Agreement is entered into as of the \ 911--day of ~ , 20t1'"', but effective as of the 11th day of June, 201-i:exteing and amending the agreement dated June 11, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Baker International, Inc., ("Contractor") (collectively, the "Parties") for engineering plancheck services. RECITALS A. Whereas, the Agreement expired on June 10, 2017; and B. Whereas, staff conducted a Request for Qualifications process during the months of April and May 2017 which resulted in the selection of the Contractor as qualified to provide engineering plancheck services for up to four years; and C. Whereas, due to the length of the selection process, the new agreement for plancheck services is scheduled to be acted on by City Council at their July 25, 2017 meeting; and D. Whereas, the Parties desire to prevent any gap in services and resultant impact on customers, by extending and funding the Agreement for a period of two months. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of 2 months ending on August 10, 2017 on a time and materials basis not- to-exceed twenty five thousand dollars ($25,000). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 S. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this amendment. CONTRACTOR • Tr,here) / ';6R4 'j/,, Cf; 8,./S1C,(-,1,r- CITY OF CARLSBAD, a municipal corporation of the State of California By~Xd&- Director (print nam title) ATTEST: u~~/~ BARBARA ENGLESON {) -- filre-~/ T;/11('1.g 1/k7t 5Jk!,r~1 (print name/title) / City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: _ ..... A.1n..=....c o~;_.___ __ cY~~_--?--- ~Ctty At~ City Attorney Approved Version 1 /30/13 2 July 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) ' 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 AGREEMENT FOR PLANCHECKING SERVICES (RBF CONSUTLING, INC) THIS AGREEMENT is made and entered into as of the //"^ day of CTc^ng- , 2015, by and between the CITY OF CARLSBAD, a municipal corporafion, ("City"), and RBF CONSULTING, INC., a California Corporafion, ("Contractor"). RECITALS A. City requires the professional services of an engineering consultant that is experienced in engineering plan check services. B. Contractor has the necessary experience in providing professional services and advice related to engineering plan check services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend and fund it for one (1) additional two (2) year period or part thereof. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be three hundred thousand dollars ($300,000.00) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed three hundred thousand dollars ($300,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as oufiined in attached Exhibit "A". City Attorney Approved Version 4/1/15 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, refirement 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 indemnificafion 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 by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost forthe purposes of this section, and that this section will survive the expiration or earty termination of this Agreement.- 10. INSURANCE Contractor will obtain and maintain for the durafion 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 cun-ent Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 4/1/15 in the latest Best's Key Rafing Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Associafion of Insurance Commissioners (NAIC) latest quarteriy listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitafions or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits ofthe insurance specified to be earned 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 addifional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an addifional insured. 10.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensafion 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 declarafion stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life ofthe 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 Nofice 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. City Attorney Approved Version 4/1/15 10.5 Submission of Insurance Policies. City reserves the right to require, at any fime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad 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 cleariy identifiable. Contractor will allow a representafive of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written nofice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Jason Geldert Name Richard Lucera, P.E. Title City Engineer Title Vice President Department CED - LDE Address 5050 Avenida Encinas City of Carisbad Carisbad, CA 92008 Address 1635 Faraday Ave Phone No. 760-603-6253 Cartsbad, CA 92008 Email rtucera@mbakerintl.com Phone No. 760-602-2758 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 Cartsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 4/1/15 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulafions 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 regulafions and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe 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 discriminafion 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 othenvise 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 fonwarded to both parties involved along with recommended methods of resolufion, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolufion within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solufions recommended by each party and may then opt to direct a solufion to the problem. In such cases, the acfion of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and ofthe 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 flnal determinafion as to the portions of tasks completed and the compensafion 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 City Attorney Approved Version 4/1/15 employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration confingent 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 discrefion, to deduct from the Agreement price or considerafion, 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 ofthe Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with lifigafion. 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 ef 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 informafion 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 litigafion costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrafive 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. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of confiict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals execufing 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. City Attorney Approved Version 4/1/15 CONTRACTOR: RBF, CONSULTING, INC. CITY OF CARLSBAD, a municipal corporation of the State of California By: (sigrThere) (sign here) (print nafne/title) By: ATTEST: By: Mayor / (signl^erfe) BARBARA ENGLESi^N Clerk ' lr\r\r\\ noma/ti't'la\ ——• (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporafion. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolufion 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: Assistant City Atto City Attorney Approved Version 4/1/15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing tills certificate verifies only tiie identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On X0i6 ) before me, Date personally appeared Here Insert Name and Title of the Officer Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that l)d/st?6/they executed the same in tV^/h^r/their authorized capacity(ies), and that by hjis/Jjer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ANDREA SANDERS Commitsion # 1947527 Notary Public - California •y San Oitgo County ^ a CowMn.E«piW8Aya 11.20151 1 > I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h^ and official seal. Signature. Signature of Notary Public Place Notary Seal Above OPTIONAL this section is optional, completing this information can deter alteration of the documenpor fraudulent reattachment of this form to an unintended document. Descriplibn^f Attached Document Title or Type oT"~BQcument: Number of Pages: ^"^-^ Signer(s) Other Than Named Above: Document Date; Capacity(ies) Claimed by Sign^ Signer's Name: ie: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or ConserV; • Other: Signer Is Represenfing: Signer's] • C0rl5orate Officer - Title(s): Partner — • Limited • General •"Thdiiiidual • Attorney in Fact • TrusteS'^ • Guardian or Conservator • Other: 1 -800-US NOTARY (1 -800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES 1. CONTRACTOR'S OBLIGATIONS The contractor shall provide qualified professional engineering and land surveying plancheck services in accordance with the "Project Engineer's Manual", latest edition, as published by the city "City of Carisbad Engineering Standards" and shall provide all facilities, equipment, and standard engineering reference materials necessary to perform as required herein. The City of Cartsbad is in the process of implementing Tyler Technologies' Energov solution for land management, business licenses and code compliance. The chosen contractor will be provided appropriate licensing for Energov and will be expected to enter planchecking and inspection information. The ultimate goal of the project is to implement and contractor to participate in digital planchecking. Should the city move to digital plan review during the agreement period, contractor will be expected to provide their own Adobe Acrobat or Bluebeam software license(s) to carry out the review in accordance with city procedures. A. CHECKING IMPROVEMENT PLANS: Contractor shall perform the following work for each project: 1. Review submittal for completeness. 2. Examine record plans, tour the site in the field, and become familiar with general concept as proposed by the project applicant for access, drainage, sewer and water facilities to the site relative to compafibility with existing condifions. 3. Determine if the plans are in conformance with the applicable conditions of approval and the approved tentative map or site plan. 4. Determine if the general format for the plan is in conformance with City of Cartsbad requirements, or modifications thereof. 5. Determine if the plans are in compliance with the latest local, state and federal accessibility requirements. A CASp Certified reviewer shall be available as determined by the city. 6. Check hydrology and hydraulic calculations, and the design of the storm drain system in conformance with the City standards, or modifications thereof. 7. Determine any diversions, concentrafions or increases in drainage flow, and any potenfial for damage to off-site property resulting from such drainage. If so, ensure project mitigates such diversions, concentrafions, or increases in drainage flow. Check for adequate capacity of inlets, curbs, brow ditches and down drains. 8. Determine requirements for easements necessary to encompass, access, and maintain the facility and whether they have been obtained before plan approval. 9. Determine if any work is proposed that requires a temporary construcfion or slope easement necessary to construct the improvements. Easements must be obtained prior to plan approval. City Attorney Approved Version 4/1/15 10. Check adequacy and availability of sewer and water services and the respective pipe sizing when requested. Coordinate with sewer and water agencies to ensure plan consistency. All agency approvals must be obtained priorto City approval. 11. Check sight distances, horizontal radius, and vertical curves on streets. Coordinate sight distance requirements with landscape plans. 12. Determine that the plans, as submitted, are in conformance with the latest version of the Carisbad Municipal Code, the City of Carisbad Engineering Standards, Cartsbad Municipal Water District Standards, and other applicable standards used by the city. 13. Determine if the plans meet overall technical conformance and adherence to good design practice. 14. Determine that the striping, signing, traffic signals, and all other traffic control equipment are shown on the plans in conformance with the Carisbad Municipal Code, City of Cartsbad Engineering Standards, and other applicable codes and standards used by the city and in coordination with the city traffic engineer. 15. Determine that traffic signals, intersection control, detour, phasing, and all other sequence plans are shown on the plans in conformance with the Cartsbad Municipal Code, City of Carisbad Engineering Standards, and other applicable codes and standards used by the city. 16. Determine that the improvement plans are in conformance with the approved grading plan and final map, if applicable to the project. A copy ofthe grading plan and final map will be furnished with the improvement plans. The city may elect to check the grading plan and final map or include these planchecks within the contractor's responsibilities. 17. Determine that street medians, if required, are shown on the plans in conformance with the Cartsbad Municipal Code, City of Carlsbad Engineering Standards, City of Cartsbad Landscape Manual, and other applicable codes and standards used by the city. 18. Determine the accuracy of the quantity calculations, list of quanfities, and contingencies between the engineer's cost estimate and the plans relative to current city-adopted unit prices. 19. Provide the city with a completed checklist and written certification that the plans are complete and accurate, and are in conformance with applicable city codes, standards, discretionary approvals and written policies, that they are consistent with any grading plans, final map and any other adjacent project-related improvement documents filed at the city. 20. Provide, upon request, technical information for letters, agreements, securities, easement documents and agenda bills with appropriate transmittal information. Submit all plancheck related documents to the city for the project file. 21. Review project against latest State Storm Water Quality Regulations and ensure project is incorporating post-development Best Management Practices (BMP) measures to verify that pollutants of concern are identified and that treatment BMP's meet numeric sizing critena pursuant to Order 2013-0001, or latest version. Review and require project Storm Water Management Plans (SWMP), when required per Order 2013-0001. 22. Ensure appropriate Storm Water Pollufion Prevention Plans (SWPPP's) are submitted in accordance with City Stormwater Standards (i.e.: Tier 1, Tier 2, Tier 3). Ensure Tier 3 SWPPP's satisfy State Regional Water Quality Control Board regulations, latest version. Ensure that project SWPPP's identify the construction BMP's to be implemented during the course ofthe project. Ufilize checklists, prepared by the California Regional Water Quality Control Board or CASQA templates to verify content and organization of SWPPP's. 23. Review Homeowner/Property Owner Association's Covenants, Conditions, & Restricfions for appropriate clauses that cover maintenance of applicable private improvements. City Attorney Approved Version 4/1/15 24. Prior to submitting the first plancheck comments to the city, perform field visit. Take digital photos of site boundaries, appurtenances and other relevant features. Submit photos to city's project engineer. 25. During the submittal of the first plancheck comments, meet with city's project engineer. Submit plancheck, photos, checklist, and a project report. The city's project engineer may waive the meefing on small planchecks. 26. Subsequent planchecks require a checklist along with the plancheck red lines and written comments. The checklist is to be developed by the plan checker unless the city issues a city checklist. The checklist is to have a significant amount of items specific to the plancheck being performed, including the Condifions of Approval. The city approved planchecker is to initial each line item of the checklist to verify that the item has been reviewed. If the item is not relevant, then the planchecker is to initial the item and place a N/A as "not applicable." 27. The planchecker is to coordinate with the appropriate city department regarding issues relevant to that particular department. CHECKING GRADING AND EROSION CONTROL PLANS: Contractor shall perform the following: 1. Review submittals for completeness. 2. Examine record plans, tour the site in the field, become familiar with the general concept as proposed by the project applicant relative to compatibility with existing conditions. 3. Determine if the plans are in conformance with the applicable conditions of approval and the approved tentative map. 4. Determine if the plans meet overall technical conformance and adherence to good design practice. 5. Determine if the general format for the plan is in conformance with City of Carisbad requirements. 6. Compare the grading plan with the recommendafions in the soils report provided and check that the specifications and details in the soils report are included in the plans. Make recommendafions on necessity for additional soils review and review any such additional soils reports that are submitted. 7. Compare the grading plan with the grading shown on any and all discrefionary approvals and the conditions thereto applied by the appropriate city body. 8. Compare the grading plan with the improvement plans for the project. 9. Compare the grading plan with the approved environmental information. 10. Check for the following technical items: a. Setback from property line; b. Identification of property and easement lines; City Attorney Approved Version 4/1/15 10 c. Amounts noted for excavafion, fill, import, export, remedial (cubic yards); d. Cut slope and fill slope inclinafion ratios; e. Existing contours; f. Final grades shown by contours and spot elevations; g. Location of cut and placement of fill (cut-fill transitions), daylight and limit lines shown on the plan); h. Typical lot drainage; i. Typical berm or swale at the top of the fill or slope; j. Typical brow ditch; k. Terrace drains; I. Percent of grade of streets and driveway, length of vertical curves; and m. Horizontal and vertical site distance cross-checked with improvement plans; n. Verify compliance with city ordinances, standards, policies and resolufions that apply to the subject plans. 0. Good engineering practice. p. Permanent post-construction site design, source control and treatment control BMP's have been proposed and are consistent with the approved SWMP, if applicable. q. Review project for compliance with California's statewide General Nafional Pollution Discharge Elimination System (NPDES) Permit for Storm Water Discharges Associated with Construction Activities. If applicable, ensure that a Nofice of Intent has been filed with Regional Water Quality Control Board and that a response letter with an assigned Waste Discharge Identificafion (WDID) Number has been assigned, is current and that the WDID number is included on the grading plan title sheet. 11. Check hydrology and hydraulic calculations, and the design of the drainage system for conformance with city standards, or modifications thereof. 12. Determine any diversion, concentrations or increases in drainage flow, and any potential for damage to off-site property resulfing from such drainage. Check for adequate capacity of inlets, curbs, brow ditches, and down drains. 13. Check for non-erosive velocities at point of discharge or adequate energy dissipation. 14. Review erosion control plans and check for conformance with the SWPPP, California BMP Handbook, Municipal Code, and California Regional Board requirements. City Attorney Approved Version 4/1/15 11 15. Check landscape plans for conformance to the grading plans and for conformance with intersection sight corridors and corner cut-offs. Verify large trees are not proposed over proposed public facilities. 16. Provide the city with a completed checklist and a written certificafion that the plans and reports are complete and technically correct, and are in conformance with applicable city codes, standards, and written policies and that they are consistent with any improvement plans, final map, and other adjacent project-related improvement documents furnished by the city. 17. Provide, upon request, technical information for letters, agreements, securifies, easement documents and agenda bill with appropriate transmittal informafion. Submit all plancheck related documents to the city for the project file. 18. Review project against latest State Storm Water Quality Regulations and ensure project is incorporafing post-development BMP measures to verify that pollutants of concern are identified and that treatment BMP's meet numeric sizing criteria pursuant to Order 2007- 01, or latest version. Review and require project Storm Water Management Plans (SWMP), when required per Order 2007-01. 19. Review Storm Water Pollution Prevention Plans (SWPPP's), when required per State Regional Water Quality Control Board regulations, latest version. Ensure that project's SWPPP identify the construction BMPs to be implemented during the course ofthe project. Utilize checklists, prepared by the California Regional Water Quality Control Board, to verify content and organization of SWPPP's. 20. Determine the accuracy of the quantity calculations, the list of quantifies, and the engineer's cost esfimate relative to current adopted unit prices. 21. Review Homeowner's/Property Owner's Associafion CC&R's for appropriate clauses that cover maintenance of applicable private improvements and permanent post-construction BMP's. 22. Review HOA/POA CC&R's for appropriate clauses that cover maintenance of applicable private improvements. 23. Prior to submitting the first plancheck comments to the city, perform field visit. Take digital photos of site boundaries, appurtenances and other relevant features. Submit photos with a photo log to city's project engineer. 24. During the submittal of the first plancheck comments, meet with city's project engineer at the city. Submit plancheck, photos, photo log and checklist in a project report. The project report is to include any issues of concern. 25. Subsequent planchecks require a checklist along with the plancheck red lines and written comments. The checklist is to be developed by the plan checker unless the city issues a city checklist. The checklist is to have a significant amount of items specific to the plancheck being performed, including the Conditions of Approval. The city approved planchecker is to initial each line item of the checklist to verif/ that the item has been reviewed. If the item City Attorney Approved Version 4/1/15 12 is not relevant, then the contractor planchecker is to inifial the item and place a N/A as "not applicable." 26. The planchecker is to coordinate with the appropriate city department regarding issues relevant to that particular department. 27. Review retaining walls, verify correct regional standard drawing is called out and all parameters are appropriate. For non-standard walls, review input and output parameters on calculations for conformance to soils report, site conditions, and city standards. CHECKING FINAL MAPS AND PARCEL MAPS Contractor shall perform the following; 1. Review submittal for completeness. 2. Determine that the map is in conformance with applicable conditions of approval and the approved tentative map or tentative parcel map. 3. Check that the format is in compliance with the City of Carisbad Municipal Code Title 20, and County Map Processing Manual, latest version, and the city final map title sheet template. 4. Check Title Report and Subdivision Guarantee, and verify that all easements are noted on the map, the legal description conforms to the map, and all parties required to sign the map have done so. 5. Check traverse closure for lots, blocks, boundaries and easements for acceptable closure. 6. Check all easements to which the lots are subject, including use and reference if already of record. 7. Check legal descriptions and plats for any off-site easements; check ownership against title reports, and prepare deed in conformance with city format. 8. Determine that the title sheet and/or Procedure of Survey sheet includes basis of bearings (NAD 83 ties), number of lots, acreage of the subdivision, soils report note, and monumentafion notes. 9. Determine that the following certificates and acknowledgments appear on the title sheet: a. Owner's Certificate signed and acknowledged by all parties having record title interests, including dedicafions and offers of dedication; b. Engineer's or Surveyor's Statement; c. City Engineer's Statement of Approval; d. City Clerk's Certificate of Approval by City Council and Acceptance of Offer of Dedication; and City Attorney Approved Version 4/1/15 13 e. Such other affidavits, certificates, acknowledgements, endorsements, and notarial seals as required by the Subdivision Map Act and the Carlsbad Municipal Code. f. Signature omission statement 10. Determine that map is in conformance with provisions of Land Surveyor's Act, the Subdivision Map Act, applicable California Civil Code, and any and all discretionary approvals and the conditions thereto applied by the appropriate city body. Professional Land Surveyor of responsible charge of the map review shall sign and stamp the map attesting that the map is technically correct in accordance with the Subdivision Map Act, latest edition. 11. Provide the city with a completed checklist and a written certification that the map is complete and technically correct and is in conformance with applicable city codes, standards, and written policies; that it is consistent with any improvement plans, grading plans, and any other adjacent project-related improvement documents furnished by the city. 12. Provide, upon request, technical information for letters, agreements, securifies, easement documents, and agenda bills. Submit all plancheck related documents to the city for the project file. 13. Check that the basis of bearings for the survey is in NAD 83 coordinates pursuant to the City of Carisbad Digital Submittal Requirements and County Map Processing Manual. 14. Verify signature authorization against the title sheet of map to verify the signature(s) listed are authorized to bind the company or entity ofthe owner. 15. Ensure that proper signature authority is provided for fee title interests. 16. Prior to submitting the first plancheck comments to the city, perform field visit. Take digital photos of site boundaries, appurtenances and other relevant features. Submit photos with a photo log to city's project engineer. 17. During the submittal of the first plancheck comments, meet with city's project engineer at the city. Submit plancheck, photos, photo log and checklist in a project report. The project report is to include any issues of concern. 18. Subsequent planchecks require a checklist along with the plancheck red lines and written comments. The check list is to be developed by the contractor plan checker unless the city issues a city checklist. The checklist is to have a significant amount of items specific to the plancheck being performed, including the Conditions of Approval. The city approved planchecker is to inifial each line item of the checklist to verify that the item has been reviewed. If the item is not relevant, then the planchecker is to initial the item and place a N/A as "not applicable." 19. The contractor planchecker is to coordinate with the appropriate city department regarding issues relevant to that parficular department. D. CHECKING WATER, SEWER AND RECYCLED WATER IMPROVEMENT PU\NS City Attorney Approved Version 4/1/15 14 1. Review the submittals for completeness. 2. Examine record plans, tour the site in the field (as necessary), and become familiar with the general concepts as proposed by the project applicant for water, sewer, and reclaimed water facilifies for the site. 3. Determine that the water improvement plans are in conformance with the Cartsbad Municipal Water District's (CMWD's) checklist, the standards for the design and construcfion of water, sewer, and reclaimed water facilities, and applicable codes. 4. Determine that the plans are in compliance with the conditions of approval, water, sewer and reclaimed water master plans, or other agreements as may apply. 5. Determine requirements for on-site and off-site water and sewer easements and whether they have been obtained/dedicated. 6. Check exisfing and proposed CMWD easements, to include closure of the traverse, plats, and legal descriptions as necessary. Approved plats and legal descriptions are to be transmitted to CMWD with a current tifie report for further processing. 7. Determine that the water improvement plans are in conformance with the grading plans and final map, if applicable to the project. 8. Determine the accuracy ofthe quantity calculations, the list of quanfities and the engineer's cost estimate relative to current adopted unit prices. 9. Check the water improvement plans for overall technical conformance and adherence to good design practice. 10. Review plancheck submittals with city staff to discuss significant review comments and/or unresolved issues. 11. Review public potable water distribution and transmission mains, laterals, booster pump stafions, and pressure reducing stations designs against Cartsbad Municipal Water Distnct Standards, latest edifion or revision thereof. Among other acfions, but at minimum, contractor shall review point-of-connection, pipe layout, hydraulic grade line, pressure design, pipe material, critical bends, valves layout, meters, thrust blocks, stationing, cross- connects with recycled water, hydrant locations, blow-off and manual air release locations, automafic air release locations, depth of pipe, vertical conflicts, easements, accessibility, offset from curb, pressure at each lot, meter sizing, meter location, and flre services. Contractor shall coordinate with city for special design considerations. 12. Review public sewer lines and pump station designs against Carisbad Municipal Water District Standards, latest edifion or revision thereof. Among other actions. Contractor shall review point-of-connection, sewer alignment, cleanout locations, access hole placement, depth of sewer, gravity flow, easements, accessibility, sewer laterals, invert elevations, verficai conflicts, and sewer lateral tables. Contractor shall coordinate with city for special design considerations. City Attorney Approved Version 4/1/15 15 13. If applicable, review Homeowner's/Propertyowner's Association CC&R's for appropriate clauses that cover maintenance of applicable private improvements and permanent post- construcfion BMP's. 14. Prior to submitfing the flrst plancheck comments to the city, perform field visit. Take digital photos of site boundaries, appurtenances and other relevant features. Submit photos with a photo log to city's project engineer. 15. During the submittal of the first plancheck comments, meet with city's project engineer. Submit plancheck, photos, photo log and checklist in a project report. The project report is to include any issues of concern. 16. Subsequent planchecks require a checklist along with the plancheck red lines and written comments. The checklist is to be developed by the plan checker unless the city issues a city checklist. The checklist is to have a significant amount of items specific to the plancheck being performed, including the Conditions of Approval. The city approved planchecker is to inifial each line item ofthe checklist to verify that the item has been reviewed. If the item is not relevant, then the planchecker is to initial the item and place a N/A as "not applicable." 17. The planchecker is to coordinate with the appropriate city department regarding issues relevant to that particular department. E. STORM WATER STANDARDS QUESTIONNAIRE REVIEW TO DETERMINE APPLICABLE STORM WATER STANDARDS. F. STORM WATER MANAGEMENT PLAN (SWMP)/WATER POLLUTION CONTROL PLAN (WPCP) REVIEWS 1. Review SWMP and WPCP for compliance with the City of Cartsbad Standard Urban Runoff Management Plan (SUSMP) Storm Water Standards manual. 2. Review exisfing, anficipated and potential pollutants of concern associated with the development for conformance with in-situ conditions. 3. Review hydrologic unit, sub unit and water body nomenclature and EPA Section 303(d) list for impaired water bodies status. 4. Verify applicable stormwater standards to review individual priority project categories applicable to priority projects. Verif/ compliance with required site design, source control and treatment control BMPs. 5. Review adequacy of recommended source control, site design and treatment control Best Management Practices (BMP's) for applicability to the exisfing, anticipated, and potenfial pollutants relative to removal efficiencies and impacts to applicable 303(d) listed waters. 6. Review adequacy of Low Impact Development design features incorporated into the project as mitigating measures for impacts to storm water quality due to increased volume fiow rates, velocities and durafions. City Attorney Approved Version 4/1/15 16 7. Revise applicability of hydromodification requirements as they apply to development projects. Ensure adequate hydromodificafion controls are incorporated into the project as required by the SUSMP. 8. Ensure that all approved post-construction permanent treatment controls BMP and hydromodificafion facility informafion is included on the title sheet ofthe grading plans in standard format. 9. Verify whether flow-based or volume-based numeric sizing requirements are met relative to the proposed design and treatment control BMP(s). 10. Evaluate the rafionalizafion and justificafion of selected treatment control BMPs relative to other available and more effective BMPs. 11. Review the operation and maintenance procedures for all proposed Low Impact Design (LID), source control and treatment control BMP's and ensure that all maintenance practices, methods, frequencies and respective responsibilities are well defined through appropriate narrative and details. 12. Secure the recordafion of an executed standard Permanent Stormwater Quality Best Management Practice Maintenance Agreement that ensures perpetual maintenance of the BMP's associated with the project. G. OTHER PLANCHECKING SERVICES Contractor may occasionally be requested to perform planchecking services for projects other than improvements or grading plans or final maps. The work may include plancheck of Adjustment Plats, Certificates of Compliance, Reversion to Acreage, Dedicafion/Quitclaim of Easements, Street Vacations, or other projects. H. MONTHLY MEETINGS The contractor is to attend monthly plancheck meetings. The meetings will be attended by city staff and other contractors (plancheckers). Issues such as policies, procedures, regulations, standards, and updates will be presented or discussed. The frequency of the meetings may be reduced over fime. I. OTHER SERVICES Contractor may occasionally be requested to perform other engineering services including studies, reports, cost estimates, etc. A specific scope of work will be prepared by city for such work which will be done by contractor for an agreed upon not-to-exceed fee unless otherwise agreed to in writing and approved by the city engineer. 2. CITY OBLIGATIONS A. Upon initial receipt of a request for plancheck, the city shall perform a preliminary review of the plans to ensure that complete plan packages per the applicable city submittal checklist are submitted before forwarding them to the contractor. City Attorney Approved Version 4/1/15 17 ! B. Prior or concurrent with forwarding of the plans to the contractor, city staff shall route to each affected department or agency, a complete set of plans and include the following as a minimum: copy of conforming tentative map or other discretionary approval, copies of ail applicable resolutions showing the conditions of approval, cost esfimate, associated studies, corrected plans and previous checkprints (during resubmittal). Upon receipt of comments from affected departments or agency, city stafl' shall transmit the comments to the contractor. C. City shall provide the contractor with the following documents: 1. A copy of "Title 20: Subdivisions" and "Title 15.16: Grading and Erosion Control" of the Carisbad Municipai Code, and all revisions as they are adopted, (available online) 2. A copy of the latest edition of the "City of Cartsbad Standards" (available online) 3. A copy of the latest City of Carisbad Final Map Title Sheet Template. 4. A copy of any other written policies, standards, or criteria adopted or used by city applicable to contractor's planchecking services as described above. D. In addition to prints of the plans to be checked, the city will furnish to the contractor the following; 1. A print ofthe grading plan, improvement plan, and proposed final map ofthe project, if applicable. 2. A print of any adjacent improvement plans, (available online) 3. A copy of the conforming tentative map and tentative map condifions and/or any other applicable discretionary approval. E. Collect the necessary fees, securities and deposits required for the project from the applicant. F. Provide contractor with access, use of city project files, data printouts, and conference rooms as appropriate. G. Nothing in this agreement shall be construed to obligate city to provide any work to the contractor, city reserves the right, at its sole discretion, to assign plans for checking to Contractor, to perform planchecks with its own forces, or to assign plans for checking to another consulting firm. H. Before improvement plans are assigned to contractor, city shall review the cost estimate, as prepared by the Engineer-of-Work, and verify the "cost basis" (Basis) for contractor fees. Any items included in the cost estimate that the city decides the contractor should not review can be removed from the Basis at the discretion ofthe city. City shall add remarks on the plan check assignment sheet informing Contractor not to review specific portions of the improvement plan. City will reduce the contractor fees accordingly. PROGRESS AND COMPLETION City Attorney Approved Version 4/1/15 18 Contractor shall complete planchecks according to the following schedule: A. First plancheck: mmplete and return to city within fifteen (15) working davs of notice to pick up. B. Second and third planchecks: complete and return to city within ten (10) working davs of notice to pick up. C. Mylar: complete and return to city within five (5) working days of nofice to pick up. D. Construction revisions to grading or improvement plans: complete and return to city within three (3) working days of nofice to pick up. Failure to meet the sfipulated return fimes shall result in a 5% reducfion in the payments due for that particular plancheck turnaround, resulfing in an equal cost reduction in the fee due under Exhibit "A" for the total plancheck. [Example: First plancheck turnaround late fee = (TOTAL FEE x 40%) X 95%]. Penalty would not be recovered at end of plancheck. FEES TO BE PAID TO CONTRACTOR The total amount of the fee for planchecking services for each set of plans shall be as shown in Exhibit "1", Schedule of Fees, except as otherwise provided for in Section 3. Fee shall become payable according to the following schedule: First plancheck completed 40% of total fee Second plancheck completed 25% of total fee Third plancheck completed 20% of total fee Plan or map approval and submittal of written certification of plancheck 15%=* of total fee •Actual amount may be adjusted so that 100% of total fee based on citv-approved quantifies or cost estimates (or reductions to the esfimate imposed by city) is paid. City may reduce the final cost esfimate used for final payment, if the esfimate includes items not plan checked by contractor. PAYMENT OF FEES Each month, contractor shall submit his/her invoice for work performed during the prior month. Payment of approved items on the invoice shall be mailed to the contractor within thirty (30) days after receipt of invoice. FINAL SUBMISSIONS Concurrent with certification and approval of the final plancheck, the contractor shall deliver to the city the following items: City Attorney Approved Version 4/1/15 19 A. Completed checklists for city file. B. Copies of the approved technical documents for city files including, but not limited to final map, grading plans, improvement plans, plats, legal descriptions, traverse calculations. Covenants, Conditions, & Restrictions (CC&R's), cost estimates, title reports, hydrology/hydraulic studies. Storm Water Management Plans, Storm Water Pollution Prevention Plans, soils reports, geotechnical reports, slope stability analysis, letter of permission for offsite work, non interference letters, etc. that were reviewed and approved as partof the project. C. Certification of department approvals (e.g.: Planning, Transportation, Ufilifies Design, Ufiiities Operations, etc. City Attorney Approved Version 4/1/15 20 SCHEDULE OF FEES For plancheck of: 1. IMPROVEMENT PLANS Estimated Cost of Improvements Contractor Fee Up to $20,000 5.0% $260 minimum $20,001 to $50,000 4.0% $1,310 minimum $50,001 to $100,000 3.0% $2,620 minimum $100,001 to $250,000 2.5% $3,930 minimum $250,001 to $500,000 2.0% $8,180 minimum $500,001 to $1,000,000 1.5% $13,100 minimum $1,000,001 and above .75% $19,660 minimum 2. GRADING PLANS Amount Fee 101 Cubic Yards or Less $140 101 to 1,000 Cubic Yards $560 for the first 100 cubic yards plus $70 for each additional 100 cubic yards or fraction thereof. 1,001 to 10,000 Cubic Yards $1,420 for the first 1,000 cubic yards plus $70 for each addifional 1,000 cubic yards or fraction thereof. 10,001 to 100,000 Cubic Yards $2,190 for the first 10,000 cubic yards plus $120 for each additional 10,000 cubic yards or fraction thereof. 100,001 to 200,000 Cubic Yards $3,330 for the first 100,000 cubic yards plus $140 for each addifional $10,000 cubic yards or fraction thereof. 200,001 Cubic Yards or More $5,390 for the first 200,000 cubic yards plus $70 for each additional 100,000 cubic yards or fracfion thereof. Contractor Fee 21 City Attorney Approved Version 4/1/15 3. Final Map 4. Parcel Map 5. Adjustment Plat 6. Certificate of Correcfion 7. Dedication of Easement 8. Street Vacation (Summary) 9. Street Vacation 10. Quitclaim of Easement 11. Construction Change 12. Certificate of Compliance (in lieu of parcel map) 13. Certificate of Compliance (per parcel) 14. Storm Water Pollution Prevention Plan (SWPPP) 15. Storm Water Management Plan (SWMP) 16. Non-standard Retaining Walls AMOUNT (Engineer's Estimate) 0 - $50,000 $50,001 - $250,000 $250,000+ $2,820 plus $5/acre $1,565 $635 $270 $350 $500 $520 $345 $280 plus $110/sheet $1,700 $280 $260 plus $30/acre $100 plus $50 per Yi acre FEE $250 $250 plus 0.25% of esfimate 0.25% of esfimate $1,000 minimum 22 City Attorney Approved Version 4/1/15 Donna Heraty From: Donna Heraty Sent: Friday, June 12, 2015 4:37 PM To: 'riucera@mbakerintl.com' Cc: Shelley Collins; Jason Geldert Subject: REQUIRED CONFUCT OF INTEREST Attachments: Resolution No. 2015-050.pdf To Whom It May Concern: You are receiving this email because your company has a consultant agreement with the City of Cartsbad. The City of Cartsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code - Resolution No. 2015-050 (attached), the employee(s) of your company that work directly with citv staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim - Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Posifion Disclosure • Your "Assuming Office" date for this filing is June 11, 2015. • Even if there are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 IS DUE IN THE CITY CLERK'S OFFICE BY 5:00 PM. JULY 13. 2015. Mailing Address: Citv Clerk's Office. 1200 Carisbad Village Drive. Carisbad. CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents vou mav use as reference: • FAQ: Form 700 Disclosure • Local Gift Fact Sheet • Resolution Nos. 2012-114 and 2013-237 In addition, when your contract with the City of Cartsbad is completed, the employee{s) that filed the Assuming Offlce statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. '*'*Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013. If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. A ^ CITV Of CARLSBAD Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Cartsbad, CA 92008 www.carlsbadca.gov P: 760-434-2808 F: 760-720-6917 donna.heratv@cartsbadca.gov Please consider the environment before printing this e-mail