HomeMy WebLinkAboutSource 44 / GECCo Inc; 2009-07-06; PWENG693PWENG693
AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT
FOR TMDL CONSULTING SERVICES
(SOURCE 44)
This Amendment No. 2 is entered into and effective as of the />/" day of
, 2010, extending and amending the agreement dated
July 6, 2009 (the "Agreement") by and between the City of Carlsbad, a municipal corporation,
("City"), and SOURCE 44, a Delaware limited liability corporation ("Contractor") (collectively, the
"Parties") for TMDL consulting services.
RECITALS
A. On July 6, 2009, the City and GECCo, Inc. entered into an agreement for TMDL
consulting services; and
B. On January 29, 2010, the City and GECCo, Inc. executed Amendment No.1 to
the Agreement to alter the scope of work to include staff work related to TMDL requirements in
addition to Agua Hedionda Lagoon and representation at City meetings with policy makers; and
C. On March 24, 2010, the City, GECCo, Inc. and Source 44, LLC entered into an
Assignment and Assumption agreement concerning TMDL Consulting Services (the
"Agreement"); and
D. The Parties desire to alter the agreement's scope of work to include
environmental consulting services related to TMDL support services in the areas of technical
support and meeting attendance; and
E. The Parties desire to extend the agreement for a period of one (1) year; and
F. The Parties have negotiated and agreed to a supplemental scope of work and
fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A".
2. City will pay Contractor for all work associated with those services described in
Exhibit "A" on a time and materials basis not-to-exceed twenty five thousand dollars ($25,000).
Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include
hours performed, hourly rates, and related activities and costs for approval by City.
3. Contractor will complete all work described in Exhibit "A" by July 1, 2011.
4. All other provisions of the agreement, as may have been amended from time to
time, will remain in full force and effect.
City Attorney Approved Version #05.22.01
5. 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.
6. 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
SOURCE 44, a Delaware limited liability
corporation
CITY OF CARLSBAD, a municipal
corporation of the State pf California
By:
i
City Manager or Mayor
or Authorized Signatory
COO
(print name/title)
ATTEST:
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:
Deputy City Attorney
City Attorney Approved Version #05.22.01
Exhibit "A" to PWENG693 amendment #2 source
June 8, 2010
Elaine Lukey
Environmental Manager
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Source 44 LLC
7163 Construction Ct, Suite A
San Diego CA 92121 USA
1:8779166337
F: 858 876 1728
www.source-44.com
Dear Ms. Lukey:
| Proposal |
TMDL Support Services
Source 44, LLC (S44) is pleased to provide this proposed scope of services to the City of
Carlsbad (City) for environmental consulting services related to TMDL development for the Agua
Hedionda Lagoon. This proposal has been prepared based upon your email request to me dated
June 7, 2010. The proposed scope of services consists of three basic tasks described below.
| Scope of Services
Task 1: Meeting Attendance. S44 representatives will attend TMDL development meetings,
either as a representative for, or in conjunction with City staff. It is S44's understanding that
these meetings may include internal meetings with additional Agua Hedionda Watershed
dischargers, other watershed representatives; or external meetings with Regional Water Quality
Control Board (RWQCB) staff, EPA staff or EPA contracted-modelers. The estimate in the cost
table below assumes there will be a maximum of twenty-four (24) meetings, up to 2-hours each,
at either the City of Carlsbad, City of Poway or RWQCB offices.
Task 2: Technical Support. S44 will provide technical consultation on issues related to TMDL
development for the Agua Hedionda Lagoon. These consultation services may include
preparing, reviewing and commenting on documents related to de-listing applications; writing
or revising TMDL problem statements; reviewing modeling protocol and results, source
identification, load allocation; researching and summarizing TMDL implementation plans in
other regions, and analyzing scientific studies and findings. Any documents prepared will be in
Microsoft Office format.
Sustainability Management Services
www.source-ii4.com
7163 Construction Ct, Suite A
San Diego, CA 92121
source
Task 3: Miscellaneous Activities. S44 understands that the City may from time-to-time require
assistance with relevant but separate activities, not otherwise specified in Tasks 1 and 2 above.
Such assistance could include data coordination, RWQCB communications or other related
activities. These services will be provided in accordance with the rates specified in the cost table
below.
| Project Personnel |
The tasks above shall be executed by Dr. Jennifer Kraus with assistance from Ms. Sharon
Vidal. Dr. Kraus served on the San Diego RWQCB from 2004 to 2007 as was Vice Chair in 2007.
During her tenure with the Board, she oversaw the promulgation of several TMDLs for local
waters. Dr. Kraus and Ms. Vidal have worked together on multimedia environmental regulatory
compliance projects for over ten years.
Estimated Fees |
The estimate of charges for Tasks 1 through 3 above is presented in the cost table
below. The billing rates for Dr. Kraus and Ms. Vidal are $150 and $120/hour respectively. This
estimate will not be exceeded without prior notification of the City. Should additional services
be required beyond those specified in the table they will be billed on a time-and-material basis
in accordance with the rates presented.
Cost Table
Task
l
2
3
Totals:
Unit
Cost
($/nr)
$150
$150
$120
$150
$120m
Hours
48
48
40
16
20
172
Subtotal ($)
$ 7,200
$ 7,200
$ 4,800
$ 2,400
$ 2,400
$ 24,000
Expenses*
$550
$200
$200
$950
Total Cost
$ 7,750
$ 12,200
$ 5,000
$ 24,950
* Expenses are those primarily associated with mileage. Mileage will be billed in
accordance with current U.S. General Services Administration mileage reimbursement rates.
The term of this scope of services is estimated to begin June 24, 2009 and extend until
July 1, 2010.
Sustainability Management Services
www.source-44.com
7163 Construction Ct, Suite A
San Diego, CA 92121
source
| Contract & Terms |
If the scope of services is agreeable, I understand a contract will be forwarded to S44 for
execution. The terms of said contract will be reviewed upon receipt of the contract.
| Conclusion |
Please feel free to contact me should you have any questions. Thank you for the opportunity to
provide you with this proposal. We look forward to working with you and helping GD AIS meet
its environmental performance goals.
Sincerely,
Jennifer L Kraus, MPH, PhD
Chief Scientific Officer
Source 44 LLC
Sustainability Management Services 7163 Construction Ct, Suite A
www.source-44.com San Diego, CA 92121
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR
TMDL CONSULTING SERVICES
THIS ASSIGNMENT AND ASSUMPTION ENT ("Assignment Agreement") is
made and entered into this A& day of 2010, by and
between the CITY OF CARLSBAD, a political sub&visioh of the State of California ("City"),
Gecco, Inc. a California corporation, ("Assignor") and Source 44, a Delaware Limited Liability
Company ("Assignee"), and is made with reference to the following facts:
RECITALS
A. On July 6, 2009 the City and Assignor entered into that certain Professional
Services Agreement concerning TMDL and Regional Water Quality Control Board Consulting
Services (the "Agreement").
B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations
under the Agreement upon written approval of the City.
C. Assignor desires to assign its interest in the Agreement to Assignee. Further,
Assignee desires to accept assignment of Assignor's interest in the Agreement and City
consents to the assignment of the interest in the Agreement from Assignor to Assignee.
NOW THEREFORE, incorporating the above recitals and in consideration of the
covenants and obligations set forth herein, the parties hereto agree as follows:
1. Assiqnment. Assignor hereby assigns to Assignee all of Assignor's rights and
obligations as set forth in the Agreement.
2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations
as set forth in the Agreement.
3. City Consent. City hereby agrees and consents to the assignment of all of
Assignor's rights and obligations as set forth in the Agreement to Assignee.
4. General Terms and Conditions. The following general terms and conditions shalt
apply to this Assignment Agreement.
4.1 Hold Harmless. In addition to the hold harmless provisions contained within the
Agreement, Assignee agrees to indemnify and hold harmless the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of this Assignment Agreement caused by the
willful misconduct, or negligent act, or omission of the Assignee.
4.2. Counterparts. This Assignment Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute one and
the same instrument.
4.3. Successors and Assiqns. It is mutually understood and agreed that this
Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective
successors. Neither this Assignment Agreement or any part hereof nor any monies due or to
become due hereunder may be assigned by Assignee without the prior consent of City.
4.4. Governinq Law. This Assignment Agreement shall be governed by, interpreted
under, and construed and enforced in accordance with, the laws of the State of California.
4.5. w. Any action at law or in equity brought by either of the parties hereto for
the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be
tried in a court of competent jurisdiction in the County of San Diego, State of California, and the
parties hereby waive all provisions of law providing for a change of venue in such proceedings
to any other county.
4.6. Notices. Service of any notices, bills, invoices or other documents required or
permitted under this Assignment Agreement shall be sufficient if sent by one party to the other
by United States mail, postage prepaid and addressed as follows:
City: Public Works Director
City of Carlsbad, Public Works-Administration
1635 Faraday Avenue
Carlsbad, CA 92008
Assignor: GECCo, Inc.
1 1502 Alborada Drive
San Diego, CA 92127
Assignee: Source 44
7163 Construction Court, Suite A
San Diego, CA 92121
4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties
shall comply with the state and federal laws regarding non-discrimination.
4.8 Authority. The parties executing this Assignment Agreement on behalf of City,
Assignor and Assignee each represent and warrant that they have the legal power, right and
actual authority to bind the City, Assignor and Assignee, respectively, to the terms and
conditions hereof.
4.9 Severability. Each provision, term, condition, covenant, andlor restriction, in
whole and in part, in this Assignment Agreement shall be considered severable. In the event
any provision, term, condition, covenant, andlor restriction, in whole and in part, in this
Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such
provision or part thereof shall be severed from this Assignment Agreement and shall not affect
any other provision, term, condition, covenant, andlor restriction, of this Assignment Agreement
and the remainder of this Assignment Agreement shall continue in full force and effect.
4.10 Effective Date. This Assignment Agreement shall be effective upon the date and
year first above written.
ASSIGNOR:
GECCo, Inc., a California corporation
~ -. *By: e. -i--, c , -.< .:s .~% -\. ;\
(si&&
kc~x . .=:> =P LLc:k:c\k-
(print nameltitle)
**By:
(sign here)
ATTEST: (print nameltitle)
ASSIGNEE:
Source 44
(print nameltitle)
**By:
(sign here)
/-4A~Ttlfd .y~m,?d S€C,( c,*Cy
(print nameltitle)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL. Citv Attornev
By:
RESOLUTION 07-001
WHEREAS Dr. Jennifer L. Kraus is the President of Global Environmental Consulting
Company, Inc. (DBA GECCo, Inc.), and is the sole shareholder of the company;
BE IT RESOLVED THAT, Dr. Jennifer L. Kraus hereby has the sole authority to execute
contracts and bind the corporation for any and all matters of business or otherwise. -
Jennifer L. Kraus, MPH, PhD
President, GECCo, Inc.
June 18.2007
Date
State of California ) CALIFORNIA ALL-PURPOSE
county of flN D'L-0 ) CERTIFICATE OF ACKNOWLEDGMENT
On Fe&ru&% a/o before me, ,/&b &?& &~/zw//o, R&c ib
[here lr~rf nirn~dnd 77le of the nffr~r)
personallyappeared ~NN'?F~x ,!kz /z&f, .mFH vwr/ -d A4
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to
the within instrument and acknowledged to me that helshelthey executed the same in hislherltheir
authorized capacity(ies), and that by hislherltheir signatureb) on the instrument the person(s), or the entity
upon behalf of which the person(s) 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.
WITNESS my hand and official seal.
(Seal)
OPTIONAL INFORMATION
Although the rnfoiir>i>tior, rii this rei iron i.5 not required tiy low, it couldpre~ent fraudulent reinovol and renrtaihmenr of thrs
ucknowledqment to an iinaurhoilred document and may prove useful to persons relying on the attached docui7~ent.
Description of Attached Document
--
The preceding Certlflcate of Acknowledgment IS attached to a document !!!hod of signer 'dentlficatlon - -
tltied/for the purpose of ps~ /d~/,~q&lf- AJ .e~-y,~~7;~ Proved to rile or1 the bd~~~ ofsatsfdctory evidence.
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AGfl=/n@r 4 L ~ ~~~ LK ~ 6- ~ ~ - ~~ 0 ~~~ OQ~P;' ~~~ C/y. Notdrd ever11 15 detailed irl no1dry)ourrldl ail. i
containing a and dated r@~- 14 Page x - tntry li - 1 I
The signer(8) capacity or authority s/are as:
, l~>d~vdual(\)
Corporare Offcerls) -~ ~ ~
Ite:,!
Notary contact: --
Other ---- ~~ ~ n Add~arldi S!gr>rrlii U ignrrlilTt~unrhpri~tl~) ! ; ~
I Guardian/ioniervator
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1-1 Other.
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N,>#~P(<> (0, P?r$o,l($! or Fnt#Tyt8?51 S qr>e! 85 He~3r+,e!1t#!ng
PWENG693
AMENDMENT NO. 1 TO AGREEMENT FOR TMDL CONSULTING SERVICES
(GECCo, Inc.)
This Amendment No.1 is entered into and effective as of the /y^\ -rK day of
/T>VLx1M^L^L>tJXxyr12010. amending the agreement dated July 6, 2009 (the "Agreement")
by ancybetween the Cny of Carlsbad, a municipal corporation, ("City"), and GECCo, Inc, a
California Corporation, ("Contractor") (collectively, the "Parties") for TMDL and other consulting
services.
RECITALS
A. The Parties desire to alter the Agreement's scope of work to include consulting
and staff work related to Total Maximum Daily Load requirements in addition to Agua Hedionda
Watershed TMDLs as imposed on the City, to include representing the City at meetings with
Policy Makers among other items, as well as general technical regulatory support as needed;
and,
B. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A".
2. City will pay Contractor for all work associated with those services described in
Exhibit "A" on a time and materials basis not-to-exceed twenty five thousand dollars ($25,000).
Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include
hours performed, hourly rates, and related activities and costs for approval by City.
3. Contractor will complete all work described in Exhibit "A" by July 6, 2010.
4. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
6. 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
GECCo, Inc., a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
Cit/Manager or Mayor
\— r^ a i f=,
(print name/title)
oc.
(e-mail address)ATTEST:
*By:
(sign here).ORRAINE
City Clerk
/oolr
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
'Group A.
Chairman,
President, or
Vice-President
"Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Bv:
Deputy City Attorne
City Attorney Approved Version #05.22.01
Environments* Comuttfte Company
RESOLUTION 07-001
WHEREAS Dr. Jennifer L. Kraus is the President of Global Environmental Consulting
Company, Inc. (DBA GECCo, Inc.), and is the sole shareholder of the company;
BE IT RESOLVED THAT, Dr. Jennifer L. Kraus hereby has the sole authority to execute
contracts and bind the corporation for any and all matters of business or otherwise.
June 18. 2007
Jennifer L. Kraus, MPH, PhD Date
President, GECCo, Inc.
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
1. Original Fee Schedule for original agreement remains in effect. Total compensation
payable per original agreement year remains at $25,000 maximum.
2. Contractor may perform duties related to the following items:
a. Review of draft or final documents related to 303d or other lists issued by the
RWQCB.
b. Attend meetings; represent the City; provide staff support on issues related to
Total Maximum Daily Loads as applicable to the City of Carlsbad.
c. Technical Regulatory Support as necessary, including but not limited to review of
TMDLs and/or implementation plans promulgated in other jurisdictions.
d. Other Special Projects as requested by Contract Manager.
3. Term of agreement and compensation payable remain unchanged.
City Attorney Approved Version # 05.22.01
CERTIFICATE OF EXEMPTION
WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE
I, Jennifer L. Kraus, am the owner of GECCO, INC. I hereby certify that GECCO, INC. has no
employees and is not required by law to maintain workers' compensation or employers' liability
insurance. Should GECCO, INC employ any person during the term of the Agreement with the City of
Carlsbad for TMDL CONSULTING SERVICES, then workers' compensation and employers' liability
insurance will be obtained.
JENNIFER L. KRAUS
Name
._ . /0°t
Signature
GECCO, INC
Owner of
PWENG693
AGREEMENT FOR TMDL CONSULTING SERVICES
(GECCo, Inc.)
THIS AGREEMENT is made and entered into as of the r day of
ftjJuJLiA _ , 20(f\, by and between the CITY OF CARLSBAD, a municipal
corporation, Cpity"), and GECCo, Inc., a California corporation ("Contractor").
RECITALS
A. City requires the professional services of an Environmental Consultant
that is experienced in TMDL and Regional Water Quality Control Board Consulting.
B. Contractor has the necessary experience in providing professional
services and advice related to TMDL promulgation.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date
first above written. The City Manager may amend the Agreement to extend it for four (4)
additional one (1) year periods or parts thereof in an amount not to exceed twenty five
thousand dollars ($25,000) per Agreement year. 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.
City Attorney Approved Version #05.06.08
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be not to exceed twenty five thousand dollars ($25,000). No other compensation for
the Services will be allowed except for items covered by subsequent amendments to
this Agreement. The City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
City Attorney Approved Version #05.06.08
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:VII". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
City Attorney Approved Version #05.06.08
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers' Compensation
will not be required if Contractor has no employees and provides, to City's satisfaction, a
declaration stating this.
10.1.4 Professional Liability (if required). Errors and omissions liability
appropriate to Contractor's profession with limits of not less than $1,000,000 per claim.
Coverage must be maintained for a period of five years following the date of completion
of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
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12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name Elaine Lukev Name Jennifer Kraus MPH
Title Storm Water Protection Manager Title President
Department Storm Water Address 11502 Alborada Drive
City of Carlsbad San Diego. CA 92127
Address 1635 Faraday Avenue Phone No. 858-674-9686
Carlsbad. CA 92008
Phone No. 760-602-7582
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
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agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
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acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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8
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
GECCo, Inc., a California corporation
By:
(si
CITY OF CARLSBAD, a municipal
corporation oftajS Stajt^o? California
: //^^By
e)City Manager or Mayor
or Authorized Signatory
(print name/title)ATTEST'
(e-mail address^
By:
(sign here)LORRAINE M. WOOD '
City Clerk c>NXv.sBAp >
£-'/'',(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
)eputy City Attorney
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RESOLUTION 07-001
WHEREAS Dr. Jennifer L. Kraus is the President of Global Environmental Consulting
Company, Inc. (DBA GECCo, Inc.), and is the sole shareholder of the company;
BE IT RESOLVED THAT, Dr. Jennifer L. Kraus hereby has the sole authority to execute
contracts and bind the corporation for any and all matters of business or otherwise.
June 18,2007
Jennifer L. Kraus, MPH, PhD Date
President, GECCo, Inc.
EXHIBIT A
11502 Alborada Drive
__ San Diego, CA 92127
^Global Environmental Consulting Company 858.674.9686/9697 tel/fax
'GECCO toe.
June 17,2009
Elaine Lukey
Storm Water Program Manager
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
RE: Agua Hedionda Lagoon TMDL Development Support
Dear Ms. Lukey:
GECCo, Inc. is pleased to provide this proposed scope of services to the City of
Carlsbad (City) for environmental consulting services related to TMDL development for
the Agua Hedionda Lagoon. This proposal has been prepared based upon your email
request to me dated June 15, 2009. The proposed scope of services consists of three basic
tasks, outlined in your email, and described below.
Task 1, Meeting Attendance. Dr. Jennifer L. Kraus of GECCo will attend
TMDL development meetings, either as a representative for, or in conjunction with City
staff. It is GECCo's understanding that these meetings may include internal meetings
with additional Agua Hedionda Watershed dischargers, other watershed representatives;
or external meetings with Regional Water Quality Control Board (RWQCB) staff, EPA
staffer EPA contracted-modelers. The estimate in the cost table below assumes there
will be a maximum of twenty-four (24) meetings, up to 2-hours each ,at either City of
Carlsbad, City of Poway or RWQCB offices.
Task 2, Technical Support. GECCo will provide technical consultation on
issues related to TMDL development for the Agua Hedionda Lagoon. These consultation
services may include preparing, reviewing and commenting on documents related to de-
listing applications; writing or revising TMDL problem statements; reviewing modeling
protocol and results, source identification, load allocation; researching and summarizing
TMDL implementation plans in other regions, and analyzing scientific studies and
findings. Any documents prepared will be in Microsoft Office format.
Task 3, Miscellaneous Activities. GECCo understands that the City may from
time-to-time require assistance with relevant but separate activities, not otherwise
specified in Tasks 1 and 2 above. Such assistance could include data coordination,
RWQCB communications or other related activities. These services will be provided in
accordance with the rates specified in the cost table below.
GECCo Inc.
Page 2 of 2
The tasks above shall be executed by Dr. Jennifer Kraus with assistance from Ms.
Sharon Vidal. Dr. Kraus served on the San Diego RWQCB from 2004 to 2007 as was
Vice Chair in 2007. During her tenure with the Board, she oversaw the promulgation of
several TMDLs for local waters. Dr. Kraus and Ms. Vidal have worked together on
multimedia environmental regulatory compliance projects for over ten years.
The estimate of charges for Tasks 1 through 3 above is presented in the cost table
below. The billing rates for Dr. Kraus and Ms. Vidal are $150 and $120/hour
respectively. This estimate will not be exceeded without prior notification of the City.
Should additional services be required beyond those specified in the table they will be
billed on a time-and-material basis in accordance with the rates presented.
Cost Table
Task
1
2
3
Totals:
Unit
Cost
($/hr)
$150
$150
$120
$150
$120
Hours
48
48
40
16
20
172
Subtotal ($)
$ 7,200
$ 7,200
$ 4,800
$ 2,400
$ 2,400
$ 24,000
Expenses*
$550
$200
$200
$950
Total Cost
$ 7,750
$ 12,200
$ 5,000
$ 24,950
* Expenses are those primarily associated with mileage. Mileage will be billed in
accordance with current U.S. General Services Administration mileage reimbursement
rates.
The term of this scope of services is estimated to begin June 24, 2009 and extend
until July 1,2010.
If the scope of services is agreeable, I understand a contract will be forwarded to
GECCo. The terms of said contract will be reviewed upon receipt of the contract. Please
feel free to contact me should you have any questions. I appreciate the opportunity to
assist you.
Sincerely,
Jennifer L. Kraus, MPH, PhD
President