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HomeMy WebLinkAbout2016-09-27; City Council; ; Approve resolutions authorizing Master Service Agreements for horizontal and vertical construction management and inspection services and Professional Service Agreements for materials testing servicesCA Review __ _ CITY COUNCIL Staff Report Meeting Date: To: From: Staff Contact: Subject: Sept. 27, 2016 Mayor and City Council Kevin Crawford, City Manage~ll/ Fred Gaines Jr., Management Analyst, Public Works Department Fred.GainesJr@carlsbadca.gov or 760-602-7557 Approve Resolutions authorizing Master Service Agreements for horizontal construction management and inspection services, vertical construction management and inspection services, and Professional Service Agreements for materials testing services. Recommended Action There are three separate actions being requested, as follows: 1. Approval of a Resolution authorizing execution of Master Service Agreements for as- needed horizontal construction management and inspection services with Richard Brady & Associates, Butier Engineering Inc., Infrastructure Engineering Corporation, and Kleinfelder-Simon Wong Engineering. 2. Approval of a Resolution authorizing execution of Master Service Agreements for as- needed vertical construction management and inspection services with Griffin Structures, Inc., Kitchell CEM, Inc., and Schneider CM Inc. 3. Approval of a Resolution authorizing execution of Professional Service Agreements for as- needed materials testing services with Leighton Consulting, Inc. and SCST, Inc. Executive Summary The Construction Management & Inspection Division will use the Agreements when expertise is needed to support construction projects or when staff levels are not sufficient. The city has similar Agreements in place that expire in October 2016 for materials testing services and construction management and inspection services. Discussion Due to increased workload in the division, staff determined that differentiating "horizontal" (civil engineering) and "vertical" (building/facilities) construction management and inspection is a more prudent strategic approach for the re-sourcing of the Agreements. Awarding Contracts to more than one consultant of each Agreement type allows the city to match industry experts based upon the type of project. A more diverse consultant base will also avoid the need for individual Requests for Qualifications for upcoming projects which will reduce staff time and accelerate the time period to project commencement. This is compared to years past when a single consultant was utilized as needed on a per project basis. Item #2 September 27, 2016 Page 1 of 103 In April 2016 the city sent out three Requests for Qualifications: one for as-needed horizontal (civil engineering) construction management and inspection services, one for as-needed vertical construction management and inspection services, and one for as-needed materials testing services. Staff received a total of eight RFQ responses for horizontal construction management and inspection services, seven RFQ responses for vertical construction management and inspection services, and seven responses for materials testing. A selection committee evaluated the RFQ's consistent with the Carlsbad Municipal Code Section 3.28.070. Selection criteria for all services included firm and team qualification, ability to provide services and respond with a local presence, ability to serve both public and private projects, and knowledge of federal, state and local procedures. For materials testing, the firm's quality assurance program was also evaluated. The hourly rates for the selected firms are reasonable and in line with industry standards. Award of these Contracts will allow for timely and effective completion of CIP and private development projects if and when city staff is unable to support. Sourcing and spending will occur only when needed, reviewed, and negotiated by each Project Manager. Fiscal Analysis Each Agreement is for a not-to-exceed annual amount and will be utilized as needed. Funding for services on public projects is available in the Capital Improvement Program (CIP) Budget for Public Works projects and will come from the budget for specific projects where the services under these Agreements are used. Funding for services on private projects is available in the Operating Budget for private development projects (currently at $120,000/year). Funds were approved with the Fiscal Year 2016-17 Operating and CIP Budgets. Horizontal: Richard Brady & Associates $800,000/year Infrastructure Engineering Corporation $800,000/year Kleinfelder-Simon Wong Engineering $800,000/year Butier Engineering, Inc. $800,000/year Vertical: Schneider CM, Inc. $400,000/year Kitchell Corporation $400,000/year Griffin Structures, Inc. $400,000/year Materials Testing: SCST, Inc. $600,000/year $600,000/year The Construction Management & Inspection Division estimates it may require up to $800,000 per firm annually in horizontal as-needed construction management and inspection services for private development and CIP projects. Having Agreements with four separate firms allows staff to select the most qualified and available consultant staff for each project. As such, staff is recommending awarding four one-year Agreements, each with three allowable one-year extensions in a not-to-exceed amount of $800,000 per Agreement year: Item #2 September 27, 2016 Page 2 of 103 As-Needed Horizontal Construction Management and Inspection Services 1 $3,200,000 2 $3,200,000 3 $3,200,000 4 $3,200,000 The Construction Management & Inspection Division estimates it may require up to $400,000 per firm annually in vertical as-needed construction management and inspection services for private development and CIP projects. Having Agreements with three separate firms allows staff to select the most qualified and available consultant staff for each project. As such, staff is recommending awarding three one-year Agreements, each with three allowable one-year extensions in a not- to-exceed amount of $400,000 per Agreement year: As-Needed Vertical Construction Management and Inspection Services 1 $1,200,000 2 $1,200,000 3 $1,200,000 4 $1,200,000 The Construction Management & Inspection Division estimates it may require up to $600,000 per firm annually in as-needed materials testing services for CIP projects. As such, staff is recommending awarding two one-year Agreements with three allowable one-year extensions in a not-to-exceed amount of $600,000 per Agreement year: As-Needed Materials Testing Services 1 $1,200,000 2 $1,200,000 3 $1,200,000 4 $1,200,000 Item #2 September 27, 2016 Page 3 of 103 Payments for both construction management and inspection services and materials testing of CIP projects will be made for actual work performed by the contractor based on the fee schedule in each Agreement. Work performed for the Capital Improvement Program will be dependent on each project's funding as awarded by City Council on an individual basis. Construction management and inspection of private development projects will also be made for actual work performed based on the fee schedule in each Agreement, and is limited by the amounts appropriated by City Council during the annual Operating Budget. Extensions of all Agreements will be based on a satisfactory review of the contractor's performance, city needs, and appropriation offunds to CIP projects, as well as the Operating Budget by City Council. Sufficient funds are available in the approved Fiscal Year 2016-17 budget for the current request. Next Steps Execute the Contracts and issue Task Orders as needed. Environmental Evaluation (CEQA) Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. Public Notification None required. Exhibits 1. Resolution authorizing execution of Master Service Agreements for as-needed horizontal construction management and inspection services with Richard Brady & Associates, Butier Engineering, Inc., Infrastructure Engineering Corporation, and Kleinfelder-Simon Wong Engineering. a. Attachment A.1-Master Service Agreement (Richard Brady & Associates) b. Attachment A.2 -Master Service Agreement (Butier Engineering, Inc.) c. Attachment A.3 -Master Service Agreement (Infrastructure Engineering Corporation) d. Attachment A.4 -Master Service Agreement (Kleinfelder-Simon Wong Engineering) 2. Resolution authorizing execution of Master Service Agreements for as-needed vertical construction management and inspection services with Griffin Structures, Inc., Kitchell CEM, Inc., and SchneiderCM Inc. a. Attachment A.1-Master Service Agreement (Griffin Structures, Inc.) b. Attachment A.2 -Master Service Agreement (Kitchell CEM, Inc.) c. Attachment A.3 -Master Service Agreement (SchneiderCM, Inc.) 3. Resolution authorizing execution of Professional Service Agreements for as-needed materials testing services with Leighton Consulting, Inc. and SCST, Inc. a. Attachment A.1-Professional Services Agreement (Leighton Consulting, Inc.) b. Attachment A.2 -Professional Services Agreement (SCST, Inc.) Item #2 September 27, 2016 Page 4 of 103 RESOLUTION NO. 2016-194 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF MASTER SERVICE AGREEMENTS FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH RICHARD BRADY & ASSOCIATES, BUTlER ENGINEERING, INC., INFRASTRUCTURE ENGINEERING CORPORATION, AND KLEINFELDER-SIMON WONG ENGINEERING. EXHIBIT 1 WHEREAS, the City Council of the City of Carlsbad, California has determined the need for the Horizontal Construction Management and Inspection Services Agreements requested by the Construction Management & Inspection Division of the Public Works Department for construction projects within the city on an ongoing, as-needed basis in order to maintain service levels; and WHEREAS, the Purchasing Officer authorized competitive negotiations for these services pursuant to Carlsbad Municipal Code section 3.28.070; and WHEREAS, the Construction Management & Inspection Division of the Public Works Department solicited, received, and reviewed responses to a Request for Qualifications for horizontal construction management and inspection services consistent with Carlsbad Municipal Code section 3.28.070; and WHEREAS, based on evaluation of the proposals received, staff recommends the city enter into Agreements with Richard Brady & Associates, Butier Engineering, Inc., Infrastructure Engineering Corporation, and Kleinfelder-Simon Wong Engineering; and WHEREAS, staff recommends that each Agreement be in an amount not to exceed $800,000 per year; and WHEREAS, City Council approved sufficient funds with the Fiscal Year 2016-2017 Operating and CIP Budgets to cover the first Agreement year; and WHEREAS, expenditures for these professional services in subsequent fiscal years are subject to availability of council-approved funding from the Public Works Operating Budget and the city's Capital Improvement Program. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Mayor of Carlsbad is hereby authorized and directed to execute the Master Service Agreements attached hereto with Richard Brady & Associates (Attachment A.l), Item #2 September 27, 2016 Page 5 of 103 EXHIBIT 1 Butier Engineering, Inc. (Attachment A.2), Infrastructure Engineering Corporation (Attachment A.3), and Kleinfelder-Simon Wong Engineering (Attachment A.4). 3. That the City Manager is hereby authorized to execute Amendments to extend the Agreements for three additional one-year periods or parts thereof in an amount not to exceed $800,000 per year. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 27th day of September, 2016, by the following vote, to wit: AYES: Hall, Wood, Schumacher, Blackburn, Packard. NOES: None. ABSENT: None. MATI HALL, Mayor (SEAL) Item #2 September 27, 2016 Page 6 of 103 MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (RICHARD BRADY & ASSOCIATES) THIS AGREEMENT is made and entered into as of the otJ¥h day of ~lo CYY\ Q \:£1'1 , 20fu, by and between the CITY OF CARLSBAD, a municipal corp rat1on, hereinafter referred to as "C1ty", and RICHARD BRADY & ASSOCIATES, a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for civil engineering/horizontal projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 7 of 103 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed eight hundred thousand dollars ($800,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 8 of 103 or negligent act or omission 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 9 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: Name Title 4 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 10 of 103 Dept Address Phone Address Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 11 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 12 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this <6 -f-"-.. day of AlA-5 ~~ +-, 20J..L,_. CONTRACTOR By: ~ (sign hereH= (print name/title~ CITY OF CARLSBAD, a municipal corporation of the State of California By: 7 [IN ERT TITLE F PERSON AUTHORIZED TO SIGN f6ily Marrager or Mayor or Di'visior 1 Direetot"as authorized by the City Manager)] ATTEST: City Clerk 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ----o-~---o-=---· ~~,--------"--­ Assistaflt City Attorney 12;Jtdy MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (RICHARD BRADY & ASSOCIATES) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 13 of 103 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the 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 5~ v;4p On ,,4;:,._r.r,r BI 2,-c:,/(.p personally appeared e/(/~ 13n.JJ1 / CJ..,,-,'.sffr.4.-/;;o/l,R,,..e/ , who proved to me on the basis of satisfactory evidence to be the personQose name(s) is~ subscribed to the within instrument and acknowledged to me that he/she he · executed the same in his/he~uthorized capacity(ies), and that by his/he~signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signal~-----(Seal) Item #2 September 27, 2016 Page 14 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. HORIZONTAL CONSTRUCTION MANAGEMENT RATE SCHEDULE 1 Scott Reilly, CCM Ccmtr.tct Manager/Senior CoristrutHan Manager 3 Rid1ard Brady, Pf, SCEE PrlncJpal-k,-Charge 4 Jim Wagenran, PE Resid1:nt fn imrer 5 Ryan Fane, PE, QSD Resident Engine,er 6 __ Qa!!'!lelle Stepher,s, FE, LEED AP 7 6ri,rn Montesl, PE Ri=sldent Eflgh,ioor 8 9 1D 11 1 2 3 , Ben Sharon, PE R;,(al'I Nishimt.1ra, PE It Le€' B:lggers, PE, SE la Salle Solutions; ------- --- Notes: ··Uc.lt.s ll!ctrical/1&.C Jnspe_ctio_ns Document Contra!/Cons:tract Administration/Scheduling Pi:i_ndpal Engi11eer/Geo!ogi.s1: Staff Engineer/Geo!ogis;t Project Manager mspector .. Prevailing wage rnte,s do Mi: in dude twe rtirne *"Subc;1;1ru;;ultants, subrnntr.ictors, .i,nd all otiler direct costs (ODCsj.,..;ill be billed at actuai co!>t plus a 10 pe~ent m.irl,;up, 0 • Annual est"alation of 3% Hourly rates; include overhead. for Laptops, wireless connedlt'.!n, cell phones, copres, and other minor frn::irle11tals, Mileage at the Job site will be charged the JRS sti!nd,mi ra.te $186.00 $237.00 $297.00 $186.00 $186.00 $145.00 $186.00 $186.00 $145.00 ... $23.],00 $103.00 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 15 of 103 . I I ! 1 --t' c l /-.... , MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (BUTlER ENGINEERING, INC.) THIS AGREEMENT is made and entered into as of the ~ day of ~lflM 0'f..... , 201\_, by and between the CITY OF CARLSBAD, a municipal corpoation, hereinafter referred to as "City", and BUTlER ENGINEERING, INC., a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for civil engineering/horizontal projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 16 of 103 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed eight hundred thousand dollars ($800,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS Of CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INPEMNlflCATlON 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 willful misconduct 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 17 of 103 or negligent act or omission 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 18 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Name Title Name fl-__ Title 4 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 19 of 103 Dept Address Phone Address Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WIJH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 20 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 21 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this l \ day of r:~\...GU5;.( , 20 \f, . CONTRACTOR By: (sign here) MN2i"-M· WTIEIZ-PRESlOc}JT (print name/title) By: ~ ~ (sign heri) "'- ·-A fV'.. ~~ . VV"-'~ (print name/title) " vt'~ CITY OF CARLSBAD, a municipal corporation of the State of California '/ By: .' ~ tJ . / 1t [IN!t.f/ITc6F PERSON AUTHORIZED TO SIGN (City Mer 1ager or Mayor or Di'Visior 1 Dir eet-er as authorized by the City Manager)] ATTEST: 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~ --~~--~~~--~-------Assistant City Attorney M-p-tf:J MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (BUTlER ENGINEERING, INC.) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 22 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. City of Carlsbad-RFQ No. #16-10 As-Needed Horizontal Construction Management & Inspection Services . Fee Schedule 5/16/16 fi-~ ml&i" iii~ II~ ---iillllJ &i -~)l'-l"'!i ~11li" Construction Management & lnl!pection Services Project Manager Butier $75,00 2.81 s 210.75 Project Dlfector Bu tier $64.00 2.81 s 179.84 Construction JiAanager Butler $70.50 2.81 198.11 Resident Engineer Butler $'14.00 2.81 179 84 Senior Scheduler Butler $70,50 2.81 198.11 Senior EtSlimator Butier $70.50 2.81 198. 11 F ie!d Engineer Butier $58,00 2.81 162,98 Lead Inspector Butler $51.00 2.81 s 143.31 $ 25.50 $ 168.81 $ 167.79 Civil Inspector Butier $48.00 2.81 s 134,88 $ 24.00 158.88 $ 154.63 Mechanic.al Inspector Butler S48.00 2.81 $ 134.88 $ 24.00 158.88 $ 154.63 Electrical Inspector Bu tier $52.00 2.81 s 146,12 $ 26.00 172.12 $ 154.63 Field Technical Support Butler $44.00 2.81 123.64 $ 22-00 $ 145,64 1'/1.08 Office Engineers / Proji::ct Coordinators Butier $30.00 2.81 84.30 15.DO $ 99,30 98.70 Senior E!ectncal Engineer Butler S80.00 2.81 224.80 Technical Support-Claims Butier $75.00 2.81 s 210.75 Computer Tech.I f:ield Document Control Butier S34.00 2.81 s 95.54 Computer Prog.i NetNork Butler $52.0D 2.81 s 146.12 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 23 of 103 A notary public or other officer completing this certificate verifies only the 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 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT County of ~It/ f-lf-/1, beforemk!...'lh(.,f'/fµ~s 7J?c4/V, ;!?~/( 7l?. gt{_;;e;;zame and title of the officer) ~~~ On personally appeared who proved to me on the basis of satisfactory evidence to ~e person~hose nam~e s~cribed to the within instrument and acknow~ed to me that~she/they executed the same in ~er/their authorized capacity(ies), and that by is er/their signaturefsr on the instrument the perso~or the entity upon behalf of which the personW"'ac d, 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. Signatur (Seal) OPTIONAL INFORMATION Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of --rn#tr 17 re..~ tfpt.,~ &vmtlt<!Tlol!/ rnar,a~e~ containing f' pages, and dated f-/ f / {,. The signer(s) capacity or authority is/are as: D lndividual(s) D ~ey-in-Fact 7) J _ _L.. [3"c=orporate Officer(s) ___ {_ ~'1'-~_S_(_oe;c: __ ~1 ___________ _ D Guardian/Conservator D Partner -Limited/General D Trustee(s) Title(s) D Other: -----------------------~ representing: ---------------------~ ~ame(s) of Person(s) or Entity(ies) Signer is Representing Method of Signer Identification Proved to me on the basis of satisfactory evidence: Lo form(s) of identification O credible witness(es) Notarial event is detailed in notary journal on: Page # ..5 0 Entry # J Notary contact: fL/9 6l,i,--l//f' / Other D Additional Signer(s) D Signer(s) Thumbprint(s) D © Copyright 2007-2014 Notary Rotary, Inc. FO Box 41400, Des Moines, IA 50311-0507. All Rights Reserved. Item Number 101772. Please contact your Authorized Reseller to purchase copies of this form. Item #2 September 27, 2016 Page 24 of 103 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGMENT OF NOTARY PUBLIC State of California } } County of Orange } On August 12, 2016, before me, Cynthia L. Gillespie, a notary public, personally appeared MARK M. BUTIER, JR., who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Item #2 September 27, 2016 Page 25 of 103 / MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (INFRASTRUCTURE ENGINEERING CORPORATION) THIS AGREEMENT is made and entered into as of the B.Cf#') day of S£~ , 20)i.,o_, by and between the CITY OF CARLSBAD, a municipal corpor ion:tlefeiflafter referred to as "City", and INFRASTRUCTURE ENGINEERING CORPORATION, a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for civil engineering/horizontal projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 26 of 103 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed eight hundred thousand dollars ($800,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 27 of 103 or negligent act or omission 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 28 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Name Title 4 For Contractor: Name Title f\OBE~T W e73i;-J5. City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 29 of 103 Dept Address Phone Address Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 30 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 31 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 2 q..(;Vt day of ,~.~ , 20l¥z_. CONTRACTOR (sign here) ;;, o w-;-s f{/;f,t ~~""5 ;Jul (print name/title Y' Group A Chairman, President, or Vice-President CITY OF CARLSBAD, a municipal ~~poration ~S2~1~ornia ~~~EO-PERSON AUTHORIZED TO SIGN ~ity MBf'IBger er - Mayor or DivisioR Direeter as authorized ATTEST: City Clerk Group B Secretary, by the City Manager)] Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~~ ~p~~ 1t City Attorney MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (INFRASTRUCTURE ENGINEERING CORPORATION) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 32 of 103 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • State of California } County of S4ki DJ EG;o On A(;' c; {/ s r 11 (){)I(, before me, f,IA)Jl)i JV}. CA !VI. f3 f( A I /\IO T ft{{ V pt/ 8L,! 0 Date re Insert Name and Title of the Officer personally appeared 5uB£ff f w£6EK Place Notary Sea/ Above Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the perso$) whose namefs) is/~ subscribed to the within instrument and acknowledged to me that he/stuai(they executed the same in his/.her/their authorized capacity~). and that by his/Icier/their signature(6) on the instrument the person~, or the entity upon behalf of which the person(sy-acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS ----------------OPTIONAL------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________ _ Number of Pages: __ _ Capacity(ies) Claimed by Signer(s) Signer's Name:-----------~-- D Corporate Officer -Title(s): ------=-- D Partner -D Limited D General D Individual D Attorney in t D Trustee D Guardi or Conservator D Other: _______________ _ Signer Is Re Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Other: _____________ _ Signer Is Representing: ________ _ © 2013 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Item #2 September 27, 2016 Page 33 of 103 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 ~· State of California } County of ~/;+-/\) DJ f:G 0 On AU Gius r 1 :J.iJ I b before me, --"--'-...:____..:..-"'-""---+------'--'-----L__--------'----'--------'--=--:....L'------'----,--'----"---""-___.:____:.__:_------+-------'-----=--==--' Date' , . personally appeared VICKI S)-IAJii/ Place Notary Sea/ Above Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the perso~) whose name$) isJafe. subscribed to the within instrument and acknowledged to me that he/-SRefthey executed the same in his/b.eritl::leir authorized capacityfies), and that by his/-Reft#leir signature(.s) on the instrument the person(s), or the entity upon behalf of which the person(s-) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNES~y hand and official seal. Signatulf L . --~~~~~~~~~~~~~~OPTIONAL-------------------------------- Though this section is optional, completing this information can deter alteration of the document fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________ _ Number of Pages: ___ Signer(s) Other Than Named Above:~------------ Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ ,,, D Corporate Officer -Title(s): ------,.""-- D Partner -D Limited D General D Individual D Attorney in Fa D Trustee D Guardian onservator D Other: ________________ _ Signer Is Repr ·gner's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Other: _____________ _ Signer Is Representing: ________ _ © 2013 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Item #2 September 27, 2016 Page 34 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. CITY OF CARLSBAD RFQ No. 16-10 AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES HOURLY CHARGE RATE AND EXPENSE REIMBURSEMENT SCHEDULE C::~nsvuction Management cJrtdlrn:PJ~ction Service~ Construction lnspPctor ......................... $ 128 Senior Construction Inspector .................... $ 140 Resident Engineer ...................................... $ 145 Construction Manager ............................ $ 160 Construction CM Coordinalor .................... $ 115 Principal EnginePr.... ... . .... ...... ...... .. $ 205 A,,st CM Coordinator........................... ... S 95 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 35 of 103 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF INFRASTRUCTURE ENGINEERING CORPORATION A CALIFORNIA CORPORATION The undersigned, constituting all of the directors of Infrastructure Engineering Corporation, acting pursuant to the authority of Section 307(b) and any other applicable section of the California General Corporation Law, hereby adopt the following recitals and resolutions, effective January 1, 2016: WHEREAS, in order to enter into contracts and other agreements, Infrastructure Engineering Corporation. (the "Corporation") desires to designate the authority of its officers and selected employees to sign on behalf of the Corporation; and WHEREAS, the Board of Directors of the Corporation considers it to be in the best interest of the Corporation to designate the President, Vice President/CFO and the Past President to have sole signing authority on matters up to $1 million, requiring a second signature above that amount; and WHEREAS, the Board of Directors also desires to designate Amy Czajkowski, Anna Buising, Anders Egense and George Elaro to act on behalf of the Corporation with limited authority to enter into contracts or other agreements and to sign on behalf of the Corporation as resolved below. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Infrastructure Engineering Corporation as follows: Section 1: The President/Treasurer, Robert Weber, the Vice President, Scott Hwnphrey, the Past President, Preston Lewis, each one acting alone, be and they are hereby authorized, without further authorization of the Board, to enter into and execute on behalf of the Corporation such contracts and other instruments as are necessary and appropriate for the Corporation, having a value of One Million Dollars or less; and Section 2: For any transaction having a value greater than One Million Dollars, the signature of either of the Presidentffreasurer, Robert Weber, or the Vice President, Scott Hwnphrey, or the Past President, Preston Lewis, and the signature of any one of the Secretary, Vicki Shaw, Amy Czajkowski, Anna Buising, Anders Egense, George Elaro or Scott Adamson; and I Item #2 September 27, 2016 Page 36 of 103 Section 3: The following officers and employees are designated to act on behalf of the Corporation with limited authority to enter into contracts and other agreements that do not exceed the following amounts: Officer Amy Czajkowski Sr. Project Manager $750,000 Secretary $300,000 Vicki Shaw Anders Egense Sr. Project Manager $300,000 Anna Buising Principal, $300,000 Environmental Services Flow Services $300,000 George Elaro Group Manager Construction Manager $300,000 Scott Adamson Group Manager Section 4: This resolution is effective immediately and shall continue as to each individual until said individual shall leave the employ of the Company or until revoked by the Board of Directors, whichever shall first occur. RESOLVED FURTHER, that the officers of this corporation are authorized and directed to take any other actions necessary to carry out the purpose and intent of these resolutions, including the execution, acknowledgement, and filing of any documents, certificates, writings, or book entries that may be required to carry out these resolutions. 2 Item #2 September 27, 2016 Page 37 of 103 ;- MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (KLEINFELDER-SIMON WONG ENGINEERING) THIS AGREEMENT is made and entered into as of the ~ day of ~l ~~ 20~ by and between the CITY OF CARLSBAD, a municipal corporatl~ hereinafte? referred to as "City", and KLEINFELDER -SIMON WONG ENGINEERING, a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for civil engineering/horizontal projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 38 of 103 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed eight hundred thousand dollars ($800,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed eight hundred thousand dollars ($800,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 39 of 103 or negligent act or omission 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 40 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Name Title 4 For Contractor: Henry Gentile ProJect Manager City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 41 of 103 Dept CITY OF CARLSBAD Address Phone Address 5761 Copley Drive Phone Email Suite 100, San Diego, CA 92111 858-223-8500 hgentile@kleinfelder.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 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, Contra.ctor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of I 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 42 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 43 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this l \t-V\ day of Pt~u.~+-, 20~. CONTRA TOR By: ~/,} //. £ / a;t&/t:!4.Z/pr (sign here tf;;pttrJd ~ Ue/k (print name/title) ~ ~ /7 ~~~__/ (sign here) C~Y'( D · Low YJ/lllAA..;/ GPo (print name/title) I CITY OF CARLSBAD, a municipal corporation of the State of California By: I-IJ/ j; ~PERSON AUTHORIZED TO SIGN f€ft1....-Mr.::a:::-n:::-:ag::-::e=-=r~o-=--r Mayor Qf Divisiefl Di1 ecto1 as ·authorized by the City Manager)] ATTEST: City Clerk 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: __ 7~~~~=~~~~~-=------­Assistent City Attorney El"P.t!J MASTER AGREEMENT FOR AS-NEEDED HORIZONTAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (KLEINFELDER-SIMON WONG ENGINEERING) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 44 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed horizontal construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. 2<11& IIUING MTU cnv Of. CAIU.ilAD A!HlltlbfiO HOllllONTAL CtlN§tlUJctiON ,,,,.., .. ,..,t,,,,t (Pfi!EV.A.ILING WAGE) 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 45 of 103 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the 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 ':)O.f\ \)\~o ) On~~+-\\\ ZD\lo beforeme,Jh\ ~.(q12.,\4~l\J~)f'i \..J.oi"l:J..~JL \, L, Date Here Insert Name and Title of thThtticer personally appeared ---=-----==----"-~11"--"""-.L_-=---="""-~e::;__-=--=--------'\'-------=------'---="'----L--"--==---=<--+--- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Jet/are subscribed to the within instrument and acknowledged to me that ~/they executed the same in htefnef/their authorized capacity(ies), and that by ~heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Sea/ Above ----------------------------~oPTIONAL----------------------------~ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document:---------------------------- Document Date: ___________________ Numberof Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ D Corporate Officer -Title(s}: ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: ______________ _ D Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ ~~:x;c;z;C(,'C(;<.XJC<,'<X,t,(,"--'Z,'C(jC(,"--'Z,~=v~-c<;;<;;<;;cqcz,'<_:z:-0vc<)OOCZ;C<)C,(;C(;'<..:<,,,~~ ©2015 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Item #2 September 27, 2016 Page 46 of 103 RESOLUTION NO. 2016-195 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF MASTER SERVICE AGREEMENTS FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH GRIFFIN STRUCTURES, INC., KITCHELL CEM, INC., AND SCHNEIDER CM, INC. EXHIBIT 2 WHEREAS, the City Council of the City of Carlsbad, California has determined the need for the vertical construction management and inspection services requested by the Construction Management & Inspection Division of the Public Works Department for construction projects within the city on an ongoing, as-needed basis in order to maintain service levels; and WHEREAS, the Purchasing Officer authorized competitive negotiations for these services pursuant to Carlsbad Municipal Code section 3.28.070; and WHEREAS, the Construction Management & Inspection Division of the Public Works Department solicited, received, and reviewed responses to a Request for Qualifications for vertical construction management and inspection services consistent with Carlsbad Municipal Code section 3.28.070; and WHEREAS, based on evaluation of proposals received, staff recommends the city enter into Agreements with Griffin Structures, Inc., Kitchell CEM, Inc., and Schneider CM, Inc.; and WHEREAS, staff recommends that each Agreement be in an amount not to exceed $400,000 per year; and WHEREAS, City Council approved sufficient funds with the Fiscal Year 2016-2017 Operating and CIP Budgets to cover the first Agreement year; and WHEREAS, expenditures for these professional services in subsequent fiscal years are subject to availability of council-approved funding from the Public Works Operating Budget and the city's Capital Improvement Program. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Mayor of Carlsbad is hereby authorized and directed to execute the Master Service Agreements attached hereto with Griffin Structures, Inc. (Attachment A.1L Kitchell CEM, Inc. (Attachment A.2L and Schneider CM, Inc. (Attachment A.3). Item #2 September 27, 2016 Page 47 of 103 EXHIBIT2 3. That the City Manager is hereby authorized to execute Amendments to extend the Agreements for three additional one year periods or parts thereof in an amount not to exceed $400,000 per year. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 27th day of September, 2016, by the following vote, to wit: AYES: Hall, Wood, Schumacher, Blackburn, Packard. NOES: None. ABSENT: None. MATT HALL, Mayor ~~ ....... BARBARA ENGLESON, City Cl (SEAL) Item #2 September 27, 2016 Page 48 of 103 MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (GRIFFIN STRUCTURES, INC.) THIS AGREEMENT is made and entered into as of the~ a~ day of ~tDJYV\ ~h. , 20_1k by and between the CITY OF CARLSBAD, a municipal corp rat1on, hereinafter referred to as "C1ty", and GRIFFIN STRUCTURES, INC., a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for buildings and facilities/vertical projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 49 of 103 delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed four hundred thousand dollars ($400,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 50 of 103 fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission 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-:VI I"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 51 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Name For Contractor: I /. Name So n tt1{9 k ~ 4 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 52 of 103 Title Dept Address Phone Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 53 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 54 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 2 q ifl day of ( )ep±ervv~ , 201!£. By: By: (sign here) MLb?dt. !for, 1-Vit;l) J cb2 ~ (print name/title1 CITY OF CARLSBAD, a municipal corporation of the State of California By: J/d// ~~RSON AUTHORIZED TO SIGN (City MBAB§CF or Mayor or Division Diroo~ as authorized by the City Manager)] ATTEST: City Clerk 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~--:o ~t City Attorney MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (GRIFFIN STRUCTURES, INC.) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 55 of 103 pleting this certificate verifies only the identity of the individual who signed the s attached, and not the truthfulness, accuracy, or validity of that document. State of California County of O ( 0.X'\ ~ ~ S.S. On &V!jUS::l:5,Jol y before me, ------Niii-n"ii,-nf-ch-(>li'-'iF'-ut)i-it:,-T'ii'-;ee ---- personally appeared j OP H V % h-e ~w,,,('fs'Tr':,, KetY Y t\ ~J§;j'L~,0d ... who proved to me on the basis of satisfactory evidence to be the persor@:))whose name({§) "'ts/are subscribed to the within instrument and nowledged to me that i'lefs'he/they executed the same in l:usLl:ler/th~uthorized capacit , and that by ~r/their signatur~n the instrument the perso~or the entity upon behalf of which the persor@)acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws ij of the State of California that the foregoing paragraph is ~ true and correct. WITNESS my hand and official seal. OPTIONAL INFORMATION ------------ an unauthonzfHJ tJocurnonf and tnay prove Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of ________ _ containing __ pages, and dated ________ _ The signer(s) capacity or authority is/are as: lndividual(s) Attorney-in-fact Corporate Officer(s) -------------- Guardian/Conservator CJ Partner -Limited/General Trustee(s) [J Other:----------------- representing: ---------------- Proved to me on the basis of satisfactory evidence- [) form(s) of identification credible witness(es) Notarial event is detailed in notary journal on: Page# __ Entry# __ Notary contact: ________ _ Other 0 Additional Signer [J Signer(s) Thumbprints(s) o ____________ _ Item #2 September 27, 2016 Page 56 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. SCHEDULE OF HOURLY RATES GR.IFFIN STRUCTURES, INC. Principal-in-Charge: ...................................................................................................................... $225 .00 CFO & Financial ........................................................................................................................... $195.00 Project Executive .......................................................................................................................... $195.00 Sr. Construction Manager .......................................................................................................... $175.00 Construction Manager /lnspector ............................................................................................. $165.00 Estimating ....................................................................................................................................... $165.00 Needs Assessment ....................................................................................................................... $165.00 Administration.............................................................................................................................. $95.00 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 57 of 103 1 r • I MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (KITCHELL CEM, INC.} THIS AGREEMENT is made and entered into as of the ~ day of ~ ~ h, 20J¥. by and between the CITY OF CARLSBAD, a municipal corp~nafter referred to as "City", and KITCHELL CEM, INC., a California Corporation, hereinafter referred to as "Contractor." RECITALS A City requires the professional services of an engineering firm that is experienced in inspection and construction management for buildings and facilities/vertical projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 58 of 103 delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed four hundred thousand dollars ($400,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 59 of 103 fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to · Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 60 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Name Name 4 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 61 of 103 Title Dept Address Phone Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 62 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 63 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 29_--ffl day of rSe~ , 20 {G. CONTRACTOR By r/2->A,~ ~ign here) \ CITY OF CARLSBAD, a municipal corporation of the State of California By ;Js /d(l(~ [I~ LE FPERSON AUTHORIZED TO SIGN (City Manager OF Mayor or Division Director as authorized by the City Manager)] ATTEST: 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 Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~ -Assistsnt City Attorney ~ MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (KITCHELL CEM, INC.) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 64 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. IFEE SCHEDULE Hourly Rates Principal"in~Charge $195.00 ..... !l+.-~+t,a;;#i!'t'!',.l!'!'l'"'"'i!'l'""'"'"'"'"!"sl'O"!tt,;i.,"l~~·<l-0!1!1"""1"*°~"'"'"'"'"''"".,'""°"''""'<!<>!"!1-"'4·H'~!T<p,lr1'!'~ ................ ., .... .,.;,.,.,; .... .,1'-f"!"'1!.;,-,,,.,.~t'<l"~1'f"'""'"'""'"'•"S'\o•;..., .... ,;,..,.,..,"~>!~-"'">l"''"''!'!"'.._";.,~!~l. .. ~:.~!9..~.~:~l!E!tS'.?.~.~!!.~E!.~~-~-~.~:~.~9:!.~ .................................... ,m ..................... ~.~?~:g~ .. .. !!,?.l!~,~,~~(],~~:.~,~~~•~•~•~~,~~.:!.,mn,.mm.,.,,,.,,,, . .._,,.,.-,,mmmm.,,,,..,..,,,,.,,,.,.,..,,.~.~-?-~:.~~" Estimator $145.00 ,..,.~ • ..__ .... ,. .. ,..,,.., .... .,.,,. .... ,.,.,.,.,.,. ..... u.,..._,.....\,.,.., .. ,. ...... .,.,.,.,.,,. ......... ,.., .... -.. ,. .. _._.,.W4-,._,..,,.,,.._ .......... ~ .. ,..,,..,,.,.,..,.,. ...... s,.,..,,."4 .... .,,.~~"•"'~ .. +-••""'"''"""*'""'""""" .. ,.,.,. .,.,,.,.,.,.,~_..,,_,._.,,._,.,..~ .. ;.. Scheduler $155.00 ; --~u••u"""' ,,.,., .. .,.,.,.,,.,,.,.,.,.,.,11;,.,. .. il-ll-JUSfFI f ~ ... ,., .... ,,., ., .,. ""'"'""'il"-'"''""" •• , ....... .,~ • *'"'"''""'""'""'"~""'""'"' .. '""'" ... """'I .......... ,-.,.,,,, .. """'""'""""""'"~·· .. ,.~ •• ,.., ................ III I Jt•ff-.... ., ... Project Engineer/Document Control Specialist $110.00 .,.,,..,~,. .. ..,,-.-.er.,, JI I• H ,r, .-,., .,.,,..r ,.,.,,,.~,. ,-.,.~,..,.~.,,.,.., P ,,.,, , ot't ~ • "'.-.-...... ,. .. ,..,. _ ~ .. _ .,. .. J~""-''•, n , u, 1 r•·~ ,..,.,..,~ .. ,.,.,.. .. -~.., .. .,.,~ ~ _ .,,,.,..,_~, ,.,, , , ,..-, • .. , .. ", • ~ .. ,.,.,,_.,--~-~~,.-,,.,-_ .._,.., .. _ -.~,.-, • ., .. __ Quality Manager -··············· .. ·······-····-······················-········-····--··································?.~~~-:2~ .. ••~~,~!,~~~!.~ !~~-~.::::.~~!,~~~~~,:~.~-~::~Y.!S.~:.. ~~~?.!.,~~ ~~~,:!,., • m •, u, • •• ••, • •• momom~~~~.g~, • Licensecl Architect $145.00 .. Ucen.sed Engineers (mechanical/electrical/dvil} ....................................... ~-~-~?.:~9 .. .. 9?.~~!.~.~.1.?!.!!~2.~.e~~!~.~,~~ ..................... ., ................. c. ..................................... , ....... E1?.:.9Q .. Inspector (subcontractor) $95.00 ··"'""· H,, ,n 1, ,,, J ,..,,.,. ""."""n'1'"'-'"D.~··,.~ J '" ~~ 11 t tf ! ~ H-f. "' , ... u .. ·~··l-ij•i.t ~ ,1,.l 11 ,,n f I "~P•! t•,tJlll\'11,ol~ .. ,,. ...... <t,•:f'! JI IO I fHt(! <>ti"! n•,uu••=•'!!U11oi••·~-f,.:ii•M ! ~ Hl Clerical $75.00 11FQ& 16·11 ,<,S-NEEDEG VEl1T ICi\.L CONSTRUCTlON :,\A NAGEMENT & lNSPECTION SERVICES I 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 65 of 103 MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (SchneiderCM, Inc.) HIS GREEMENT is made and entered into as of the ::-3 ~ day of ...J:!s:~fL-I.~L..!..J,.>f-L=-..l.,____, 20~, by and between the CITY OF CAR't(sAD, a municipal corpo ation, hereinafter referred to as "City", and SchneiderCM, Inc .. , a California Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for buildings and facilities/vertical projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 66 of 103 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed four hundred thousand dollars ($400,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct 2 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 67 of 103 or negligent act or omission 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability 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 Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 68 of 103 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. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Title e,e-o ___.c=c...='---=~~~~~~~~~- 4 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 69 of 103 Dept Address Phone Address Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 70 of 103 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement wil! 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 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. 6 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 71 of 103 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this "2-q~ day of cSt~r '2ol.Yz... CONTRACTOR By: (sign here) t:4t2.L-~HI0c27 oc2fl. /f.?fc--s;{Jco---01 (print name/title) By:~~ (sign here) CM<.-~¥tl0c.:ZI Oe-¥2 I C¥-9 (print name/t~le) CITY OF CARLSBAD, a municipal corporation of the State of California By ~~ ~TliLE o PERsoN AUTHORIZED TO SIGN tcity MaAager or. Mayor 01 Division E% eet&r as authorized by the City Manager)] ATTEST: a. ( ~~ BARMAENGLESON ~ City Clerk 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. MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (SchneiderCM, Inc.) 7 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 72 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. SchneiderCf./1 Attn: Fred Gaines Jr. Management Analyst City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 7459 Cireuro Sequoia Cartsbad, CA 92009 Te{; 619-905-5522 Fax: 888-638-1504 16May2016 Subject: FEE PROPOSAL for the City of Carlsbad's As-Needed Vertical Construction Management and Inspection Services, RFQ #16-11 Dear Mr. Gaines, SchneiderCM's Fee Proposal is based on the services provided section included on pg. 24 of the written proposal: Scope Position Hourly Fee Project Management Sr.CM $145 Construction Management Sr.CM $145 Program Management Sr.CM $145 Program Controls Sr.CM $145 Quality Assurance Sr.CM $145 On-Site Inspection Sr.CM $145 Constructabllity Review Sr.CM $145 Value Engineering Sr.CM $145 Cost Estimating Sr.CM $145 Scheduling & Pull Planning Sr.CM $145 Document Management Technical Assistant $75 Project Administrative Support Technical Assistant $75 Detailed Cost Estimating Diversified Service Center $145 Quality assurance and inspection are provided by the Senior Construction Manager as outlined above. Firm Principal involvement in the above categories, where required is $160/hr. 8 City Attorney Approved Version 6/9/15 Item #2 September 27, 2016 Page 73 of 103 CIVIL CODE § 11 89 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~~~~~~~~~~~~~~~~;ffi':~~~i(WGil'!l~~~!lGi!;~~~~~~~~~~~ A notary pubiic or other officer completing this certificate verifes only tne identity of the individual who signed tre document to which this certificate is attached, and not the truthfulress. accuracy, or validity ot that document State of California County cf So.n. O• tf;,O ) On 1 j i..J ) J l, before me, -~K~r_t _5.J._c;..1_,~<:.~AA~·-· _i '~" 5~_._N~lo_f._o._l'"-t'1-P._u_h_l_; (,--~ Date Here Insert Name and Title of the Officer personally appeared ______ L_U1_ri_l_--'~-~-1_ .. ...,_1:).i..c-<-:..i,_cl_1.1_-_______________ _ Name(s) of Signer(s) who proved to me on the basis cf satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their s1gnature(s) on the 1nstrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. Signature of Notary Public ~~~~~~~~~~~~~~~opTJONAL~~~~~~~~~~~~~~~ Though this section is optional, completing this information can deter alterat1011 of the document or fraudulenr reattachment of this form to an unintended document Description of Attached Document ,.. ,, _ ,A 4 c," P..s,., ... J~t . . ,11,,;h,. .. s ...,.,~ .... , -' <, r1;·4J I' Title or Type ot Document v.,_,....1h._1 t.MSt. M<;,., ... ....,Hr, >•···i. Document Date: __ ~_.,-_c.__v ___ _ Number of Pages: ~ Signer(s) Other Thar Named Above. Capacity(ies) Claimed by Signer(s) Signer's Name · Corporate Officer -Ttlefs); ___ _ ______ _ Partner --Limited Genera; Individual -Tn...stee ·· 0-:her· : Attorney in Fact · · Guardian or Gonser1ator Signer is Representirg ---------- Signer's Name:------------- Corporate Officer -Title(s): _____ _ . Partner -Limited -Genera! indi'lidual A.ttorr',ey ;r1 Fact Trus::ee Guardia'"'. or Conservator ·· Other: Signer is Reoresent:ng: ·---------- {"'.;~~~":.~~~~~'W.!~~~~~,{:~~~~~~~~~~~~ Q20 .. 4 r~atiora{ '."',iotar; .~ssoc\atlon · 'l/\tV'tv Nat1onal~Jotar1.0rg · 1 -800-US f''"'CTi\?Y i~ -SC0-876-6827:1 \terr. ~5907 Item #2 September 27, 2016 Page 74 of 103 RESOLUTION NO. 2016-196 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF PROFESSIONAL SERVICE AGREEMENTS FOR AS-NEEDED MATERIALS TESTING SERVICES WITH LEIGHTON CONSULTING, INC. AND SCST, INC. EXHIBIT 3 WHEREAS, the City Council of the City of Carlsbad, California has determined the need for the materials testing services requested by the Construction Management and Inspection Division of the Public Works Department for construction projects within the city on an ongoing, as-needed basis in order to maintain service levels; and WHEREAS, the Purchasing Officer authorized competitive negotiations for these services pursuant to Carlsbad Municipal Code section 3.28.070; and WHEREAS, the Construction Management & Inspection Division of the Public Works Department solicited, received, and reviewed responses to a Request for Qualifications for materials testing services consistent with Carlsbad Municipal Code section 3.28.070; and WHEREAS, based on evaluation of proposals received, staff recommends the city enter into Agreements with Leighton Consulting, Inc., and SCST, Inc.; and WHEREAS, staff recommends that each Agreement be in an amount not to exceed $600,000 per year; and WHEREAS, City Council approved sufficient funds with the Fiscal Year 2016-2017 Operating and CIP Budgets to cover the first Agreement year; and WHEREAS, expenditures for these professional services in subsequent fiscal years are subject to availability of council-approved funding from the Public Works Operating Budget and the city's Capital Improvement Program. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Mayor of Carlsbad is hereby authorized and directed to execute the Professional Service Agreements attached hereto with Leighton Consulting, Inc. (Attachment A.1), and SCST, Inc. (Attachment A.2). Item #2 September 27, 2016 Page 75 of 103 EXHIBIT 3 3. That the City Manager is hereby authorized to execute Amendments to extend the Agreements for three additional one year periods or parts thereof in an amount not to exceed $600,000 per year. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 27th day of September, 2016, by the following vote, to wit: AYES: Hall, Wood, Schumacher, Blackburn, Packard. NOES: None. ABSENT: None. MATT HALL, Mayor ~ Cbe-u: ~f) BARBAENGLESON, City ClerO (SEAL) Item #2 September 27, 2016 Page 76 of 103 AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES (LEIGHTON CONSULTING, INC.) AGRE MENT is made and entered into as of the ~ day of -----"~~...:;..,:,o~<L.L.-==="---r-~· 20Jk by and between the CITY OF CARLSBAD, a municipal corpora ion, ("City"), and L IGHTON CONSULTING, INC., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. Contractor has the necessary experience in providing professional services and advice related to materials testing of private as well as municipal projects. 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 one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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 six hundred thousand dollars ($600,000). 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 six hundred thousand dollars ($600,000) per Agreement year. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 2/29/16 1 Item #2 September 27, 2016 Page 77 of 103 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. 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. 8. 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and City Attorney Approved Version 2/29/16 2 Item #2 September 27, 2016 Page 78 of 103 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. 11. 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 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 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability 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. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City Attorney Approved Version 2/29/16 3 Item #2 September 27, 2016 Page 79 of 103 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 13. 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. 14. 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. 15. 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. 16. NOTICES City Attorney Approved Version 2/29/16 4 Item #2 September 27, 2016 Page 80 of 103 The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Fred Gaines Jr. Title Management Analyst Department Transportation/CM&! City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92039 Phone No. 760-602-7557 For Contractor Name Title PRt;;SiOENT i ceo Address I T781 COi,.JA !P..V/1'./£. CA 9Z014 -eoooq Phone No. ( 9oq) 5Z 7·-8 77/ Email 1-lciQ:.f;.son@ J~z.c,hl-onfjroop, V · J 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. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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 City Attorney Approved Version 2/29/16 5 Item #2 September 27, 2016 Page 81 of 103 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. 21. 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. 22. 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. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved Version 2/29/16 6 Item #2 September 27, 2016 Page 82 of 103 24. 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. 25. 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. 26. 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. 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California /}~; . / By ~ [INS~fLEOF-afSON AUTHORIZED TO SIGN -{City Mar:tager.or Mayor .er Dioisi01 1 Di1 eeter as authorized by the City Manager)] rHOMAS C. 8EN50N, ..)P..~ PRESIJ.7e/Vr !ceQ (print name/title) 1 ~(sign~ ---;;1'2/2--/.Wc:.E ./'1 kvJ.JtaJ (print name/title) ATTEST: cJ/'t) City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. !f a corporation, Agreement must be signed by one corporate officer from each of the following two groups. City Attorney Approved Version 2/29/16 7 Item #2 September 27, 2016 Page 83 of 103 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:__._~--~-=---- Assista11t City Attorney AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES (LEIGHTON CONSULTING, INC.) City Attorney Approved Version 2/29/16 8 Item #2 September 27, 2016 Page 84 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications with Fee Proposal dated April 25, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. City Attorney Approved Version 2/29/16 9 Item #2 September 27, 2016 Page 85 of 103 2016 PROFESSIONAL FEE SCHEDULE CLASSIFICATION $/rtR T&hnoil!l 71 T erJlr.Ol/lll i ll5 $enl(l( Tecmia,m ! 11'!$1)«,1« 1!5 Prevliiling IF>!ld Seil$.' ~~ T ~i«'.< ' 1lM Prevailing !Buid,ng ·' Coo~11uciil)fr rnsi,er..:1et;, • 104 !&4.1,ce l!t.pec1ce NIJT ;Sr<! Scil ~madiwlinn OW'! • 109 & Mainll!nal!OII ~3l$! 126 ~.lf'lltt:,...T~; 126 Deput; lft$?1!r:lOr 128 Field, laboralor; Supervisor 126 Soun:e Inspector I 104 Source lnsp!!do1 II 106 S&Jrr:i! l41$p$e!OT Ill 109 CI.ASSIFICA TlOO Pf~ Mminis~1Wo«l ~/Oispatchllr fnfonnal;'lln Specialist GEOTECHMCAI. I.II.BORA TORY TEITING ME1HOO Ph®g'~ ol &11muil! l.loisful!e oontenl (AST'!.! W 61 lki~r8 & del'l!.fy (ASTf.l D 2937) ring sa,r~lel, lkmJNe & del'l!.fy (ASTM D :Ml37) Shelby tttbt or cu~ Attel'!le'9 tmits (4:.:,"'TI.I o 431813 p:iinra Single p:iillt llOO j'.IM!ie Particle slze -,Sieve mw, 14 ind, ID#200. (ASTli.l D 6913.'CTM 21:12] large SM!'#e -!l ti /120{! 202} r.mly th\~ ASTM D 42:2) -?en:e~I p;m111g #200 sie•.e. wasn ooly (ASTM O 1140) SpEdfic gravitf-me (pmio,g #4 .ASTM O S54/CTM 201') Sl)oclftc ~~-0:i.ne !ASTM C 127iCTM 200) > #4 relaned foul l)'.ll'IJ6ily -on S!iaby !Ute samj:ile (fAll!~IJ!id !too, d1!!'1Sity & specfficgra~! r otal porosity -oo DIiler SW!ll)!e Stirinka.;ie mis (wax metltoo ASTM O J1Ji4J I Pillro~ di$1lel\lioo V,,STM O 464T! Dispers~ c!,a12cter~ {dwtle hydrorr,al.et .ASTM D ,1221) As·n!!::>ewed lll()i$!L!!C & Si!111pieS) Sand Eql.v',a,ent (SE. 217} !lTEST MEn-100 10 20 JO .40 150 85 180 10 135 175 1:10 1tl5 70 '25 100 165 160 Cl!lifomis Sear'dlg Ra!la (CBR. ASTM D 18113) -3 j:(littt 1 point R-\/lllue {CTU R-Vah.e (CTU li!lreallld lime a cement lreaied sms ptt Me!l!OO A (ASTM 4972 or CTM 643! Ell!dm:ai :-esisli..ty-sil1gie point -as rece,;ed moi~ure l.lin,murn ~r.,;fy 3 ffl{li$fure OOl'l!1111l ~ 1'.ASTM G 187tCTit.l 643; pH mmimum rusli•1ily (CTM MJ) SIJ'ate «olent gra,.imelric (CTM 4 H 8 Pat! II) Stllfale strnoo (Hadllt Chloride ooolenl (AASHTO 12!!1/CfM 422) COlfOS(Jll $\lite mloimum R!Sislivity. sullal!!, dlhl'ide, pH (CTU ~.JI OrgMic mal!i!r coo lent {ASTM 297 4} STRENGTH Pocket J)!lr.alrll!'!lelef Direct !iliear 1.ASTM D 3060. mod , 3 pools) -Con~ted ul'l!lfl!i~ !'i>:15 nd!lmlrs {CU) CO"!lidldaloo drairi:ed -<0.05 ir.:#mill {CD) -R~ual s~ E~ 1110-2-Hl06-IXA ;pri::t.1 J)!!I !)3Cfl ad:lilr.A'lai paes ar';J;r shes-) RemOlding oc haoo mmm,,ng ot ~M~ (3 p,,E'llll) Orienioo Cl! !lied< hMcl imlr1illg (11« hrurJ oon shear mecar 1ASTM D &1611 ASTM O 70081 E»>~SWEll TESTS 500 185 310 340 45 45 90 130 70 30 10 245 65 15 285 345 51} 90 65 105 821} 21:i v:ins-::lidatll:w [ASlM 24:l5l 195 !MEEhods A & B) -6 nd1 d~ meld ;Ml!tl1oo CJ Oled! pool (i:er ~II Rellllive of t,i1!r11;ile'.l<'t"o~ soil;•ai:1cracaii,s :en.I 11£1 Rlflla!ive densil'f JO, 1 fl Mad, D 42::3 Ea;;t, addttiooal troc :aN!l' 45 22tl Eacll addilic<tal load.iunklad •Al'o lime readng 40 245 .il,STM D 4829) 13!l 65 A (ASTM D 4546 A. JP t{) !oadi\Jnloooo 290 City Attorney Approved Version 2/29/16 10 Item #2 September 27, 2016 Page 86 of 103 METHOD SITE Sf litiAX!Al TESTS Uncoofineo oomjlf00$on smijh of cooesi'ie soiJ 135 f'lrilh 11tressiwa1, p/,Jt ASTM o 21001 IJlitc41sclidal!!d ooarainec lnll)tlli rompres:1$ ~ on cohesiie 170 soils Q lest, ASTM D 2850. stras;s} tri.mal OOl"l~on rest su,s 3;;5 i;/..fffM D 4767 CU. US/I.CE R·hl!rles!) ~tit bad p<f'J!llute :!.!ll.iraoo11 & OOl! ·...ate, IJl?MUli1! f!'ie3$Jli!lfnffl'll stress! Cl:f1sc,d31l!dd<ained l!ia:iialccm~o:, test(CD. US.ACE I~! llillh oolume charge mel!!lurement Pr''(:;'! ~ $OIi t)'l)lii b!llow El.I H10..Hl06(X1 -Sal1d c,: Silty saf!d sOlis -$11 Of ::lli~ey S!ife!'iS) sols {per confi11mg ~} (sand 01 sfty s.ird soils) (sill or clayey sard soils) (dw1 sols) !!Pa:imel'$ SAMPLE TRAHSP'OR'f PdHifl & l!ei'..erf (wei::lday:s. par~. <5J mile r&dl11$ METHOD Concrele ~efS OOfll~O {ASTM C 39J {D :t 121 Comllfll$$0!l ~fi!IIB or maSOT1ry ccres (llestir,g only) So llld'i d1i11'11elec (ASTIA C ,zJ Trimming OO!lcre!e o::ires (~f WCI :simpkl beam mil 3rd pt. ioading Compacted AC R.i&sla'1~ le, Moist Oill11age (Ao\SHTO T Z/Hi Mllllll)Jrg Wt1ed, l iMSHTC T GyrdtJJry Compadioo 31l1 Exlr.ciion 0\!00. pe1w1l ~halt (ASTM D 5;:,J7 nc~1 ~1 rorroctiori•'ctm!iafim, values ~Y certl'ifu!;e, per::enl '111i{H'l31t 1."-Sl ij D 2112) Gralialim of Mracted tl\STM D 5-444,C""P;t 2021 5ll'!Cll0Mel<:if Yil!IIA Si",11mit10Js miKtuie """'~""'"''"' 375 :00 70!i 655 875 l.235 65 $/TRIP ll5 SITEST 25 lO 20 85 25 400 1C(J 900 360 150 flLi'Jle 150 135 2'65 8{i SG s~ 21)(; 11 TriiDicli petrne'abilily in f!i!:cihle-wsl permellrnE!/ef' wiffl llec~re saturaticn al Ctle effecti,,e streM {EPA !l lOOJASTM D 6084, head Mell'IOO Cl ~Ci!J(l!'li!ll~dN!1'5ffll! 12{) 11and !rimming c4 gcll s,nlp!e!'l far hoo:mntal I< 60 R..,.nnklin,, ti tESI speclm~ 5.5 toils !AS'"P,10 2434! 135 l.lcuslur@-densil'f cur;'!! b soil-cef111:f1! mixfure; (AS""M D 5581 '.'1/'ct-drf durabiiy rJ soil·cemer1 rnixrnres IASTh1 D 5591 ' of mi»:Jeo 00tl.¢(l~ cyllttd1Jl'S D :so1H:ame!1t !l!!lr;;ll!led specmen (fOI' war slrer,glh, consaidaticl'I, elc. J ' ' Cetm~0e!l"Jf\ (ASTM O 558 maximum d!!msity) shoud also be pirfcriood -no! indud!!d iri above prioe MEiHOO Thoo111tii::al malCll!Um ,:ieiisity and specific 3091'MSHTO T209) 240 !,205 60 235 S!TEST 130 Rul:lbi!rized asphaII (add to a1:!ove re1es) • 25% AGGREGA fE MOPERTE!:. .Seve 1m.al1sis (fme & ~ ASTM C 1J&i cn.1 202J 135 \1111"' finer !hao #200 !WI!~ lA Ra!!l«-smaliar coarse aggregate IASTM C !311 200 /tASHTO T 96} lA 2W 200 2271 111} Percoot of crushed oartides 1CTM ZCS;.AA,SHTO '1'335) 0rgl!flic imp1.a1til!S VI COOC1e!e :l,llftd ~f\f; iigg,,ga!i:r Si;'f.!cific -fine aggregal!! ;CTtA 207) Sand (CT :2!7.'AASHTO T 176; A!Jparent speoftt ,JI 208) Me<st,ire o:inlefll ;CTl.f Clar, ,urr,i;:s. fnal:,e pat'l.iCi:!5 1ASTM 142) 50 225 650 215 4-0 City Attorney Approved Version 2/29/16 Item #2 September 27, 2016 Page 87 of 103 M8HOO i'TE~ MEl'HOD SITEST W.SOHRY M:Jrtar cyllrden (Z try 4 , ASTM C 780) 2:S Groill pt>llll1S 1:3' by 5• ASTM C 10191 25 Mascrny ooms o:irnpn:ssion, ~tr diameler lteSllr.J 0111v 40 ASTMC-42) Cl.It.I roll'(Jressk:fl to s,z11 a· x ir x 16' (3 requrad. ASTM c 1io1 45 CULi m~ture rontent a:isorpi:w & IA!tt •Neigilt 15 reQ<Jire11 40 Rllbl!r lansil!! test up to Nb. 10 fASTM A 3701 45 Rebar tensile test No. 1l & O'.er A 370) I 00 Rebar !lend tell:, llP IO No A 3/0J 45 ASTh1 G 140) O.lU linear Cfying sh!!nk.a(iiil (ASill.l C 426} 175 C14U pr,sm1 ,:cl:fflpiessi:m lest sir x B' x Hi'. 1il0 1314) CMU grouted pr,srns (i:cnipre!iis,i:m ~• > 8' x (t 1 115' 250 Ten511e slrergltt, st00,000 pourids aKial Iced {ASTM A 370) 45 Prest:ressinq •,.;re, lensioo [ASTM A. t 111:, t 50 Sample prep..raiiOJ' (culllr,g) 50 ASTM E 447 C 1314) Ma,o11ty Ol!ifl·Sh~r. T1ile 24 (iast oflfy) m WNff S.'\HT 114 1rdl Gr.,,!! plalas 5 e~n Ma,il:ffle:!er 25 dS'j 11<1 illdl Tliiling 0.55 b;I Mileage 0.64 mile 114 ira. Tubing 0.35 mt ~Jilne gi{Ne;I 20 ;iil!ir Y8ini:::tt ~1n11 0.55 ioot Noot.:3r rioisture i:111d dmsity gauge lncil.lded 4-G.is Eagle or simlar) l:l'Q dill( Pachom!!ter 25 dlllf i!>irfuwme<£r!!l'ld !)Urge pump lWO t:¢1Min) 50 day ptl.'Coodue!i',il)l'T emperao,re me!I;!!' 55 day Box m 24 scJI di'il'i:! s;;.mp!'!I rillgi; 120 box P,ict(;. IQ't!Zlllloo ~edef (PIO) 110 day Brll$S !!31!'f.dt ru!:"i!s 1() esch F'Y!riP T·,1Jl-<0011 2 or 4 slllge 50 da:i G.Jrutioo lapo ( 1000.fool roll) 20 ead1 CED bladder PffilP l'IC!ED control box 160 day Combinatimi ock o, padlodt 11 each ield llle«ilr & piM 50 day Comp,essed e,r tlln~ ood n.:,gulalor 50 day im;h i:r 4,mrJT diam el!:,, 15 ei!Ch C;;rt1i:re/e i:oong mi!dlinc {Si>inch·dia) 150 day Consurna!l!Es (gbves. rope. Si:!i!p, tape, etc l J; 200 day CG'1! sampe bo:i:es 11 io day Crack f!I011tta 25 eact-35 da~ Cuti:Jff Si!WS, ~caiinr; .. Secillc (Saws ~ii) 75 40 day Disposable bai3rs 12 Sullmersillle !llJ11P, 1 J gprn, tiigh JXW#Ef!!d 160 day Oispos.abie ~adll'ers 1G each Grnnb 2-flch Mifrl Olllll'dler 0<$$)M!d metl::1 45 Soornersillle 1111t11j:1'lrarnsfer purnp, 10-25 l:Jlm 50 day om W1taimnent drum With lid 65 S1Ji'J9\\1fmce sraioos B eacn '25 day Ted•llags 'll eact> DJ!ll-stage mler',a,ce Pf~ 8,-;) day Traffic: cones J!:25Yt>,inlc~ (st11ght rane1 50 day GEM 2(100 13'3 dB'f Turtlieily '111111!% 70 day G1lfl\!tlltot. portiiiJle gaso!ne fueled. 3 51)J ms S(l day T'.("9kfl wl feadl) i!I each Gkll:al PoS$J!li+ig System iGPS) &l da; •lapa sarnpIO!j bcft 45 ooy i-and :let 00 day Vet..::,evw~ tnciudlld 4Cl ~ Veloo(;~ J~ day 136 d.t( (20 X 1(11j fue!J 1(li) rcU 90 da-t ie','el Mmcatnr Jeledrnnic 1/#ell sounder) ac day 150 da-f <Jx:ID feel dee!) wel i.ocka!Jle eq'tli;lm!lflt bcl! 15 day 11\tell Silf'•U truck USilllJII 20!} day Magnooe,;c gauge !5 day ZIPLE\/E.!ll 15 llily Other SJ;,;tlilliL!!d gectecrnicl;j and enwonnenta 1~ng & e'.lli"P!Nl"' ll'flll,al;ie. i111C !lfO!.!d i;er S~II City Attorney Approved Version 2/29/16 12 Item #2 September 27, 2016 Page 88 of 103 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT • State of California before me, Place Notary Seal Above } who proved to me on the basis of satisfactory evidence to be the person~ whose nameEs, is/~ subscribed to the within instrument and acknowledged to me that he/s~ executed the same in his/lclsr/ti;;isir authorized capacity(ieer), and that by his/her/t~eir signature(sr on the instrument the person(e,,, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my and and official seal. Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Document Date: ____________________ Number of Pages:---'---------- Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ _ D Individual D Corporate Officer -Title(s): D Partner -D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other:--------,,,."'--- / Signer Is Repre~J'.lg: RIGHTTHUMBPRINT OF SIGNER Top plthumb here Signer's Name: ______________ _ D)fH:fividual D Corporate Officer -Title(s): ________ _ D Partner - D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: __________ _ Signer Is Representing: ____ _ RIGHTTHUMBPRINT OF SIGNER Top of thumb here Item #2 September 27, 2016 Page 89 of 103 // v// CALIFORNIA All-PURPOSE ACKNOWLEDGMENT ~~ State of California Place Notary Seal Above } who proved to me on the basis of satisfactory evidence to be the person~ whose name~ isfa.F& subscribed to the within instrument and acknowledged to me that he/sl'ls/tl<ley executed the same in his/her/their authorized capacity(iest, and that by his/1::ier/tl<leir signature~ on the instrument the personf8r, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my and official seal. Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:------------------------~~------ Document Date: ____________________ Number of Page~;,_·· ________ _ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: _____________ _ D Individual D Corporate Officer -Title(s): D Partner -D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: __________ _ //,,-/ Signer Is Represe!)!mg: ___ _ ,/ /" / / / // Sigoefs Name: ______________ _ A:0lf ndividual D Corporate Officer -Title(s): ________ _ D Partner -D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: __________ _ Signer Is Representing: ____ _ RIGHT THUMBPRINT OF SIGNER Top of thumb here ~~~~~~%~~~ /~07 National Notary Association• 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 / Item #2 September 27, 2016 Page 90 of 103 AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES (SCST, INC.) / / THIS AGREEMENT is made and entered into as of the 2 qth,. day of :se~ , 20~ by and between the CITY OF CARLSBAD, a municipal corporat1o 7'CitY")lalldScsT, Inc., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of an engineering firm that is experienced in materials testing. B. Contractor has the necessary experience in providing professional services and advice related to materials testing on private as well as municipal projects. 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 one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts 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 six hundred thousand dollars ($600,000). 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 six hundred thousand dollars ($600,000) per Agreement year. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 2/29/16 1 Item #2 September 27, 2016 Page 91 of 103 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. 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. 8. 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and City Attorney Approved Version 2/29/16 2 Item #2 September 27, 2016 Page 92 of 103 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. 11. 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 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 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability 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. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City Attorney Approved Version 2/29/16 3 Item #2 September 27, 2016 Page 93 of 103 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 13. 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. 14. 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. 15. 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. 16. NOTICES City Attorney Approved Version 2/29/16 4 Item #2 September 27, 2016 Page 94 of 103 The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Fred Gaines Jr. Title Management Analyst Department Transportation/CM&! City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92039 Phone No. 760-602-7557 For Contractor Name Neal w deroeuts, P E Title Owner/CEO Address 6280 Riverdale Street Phone No. Email Sau Di ego, California 92120 619-280-4321 ndemeuts@scst cam 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. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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 City Attorney Approved Version 2/29/16 5 Item #2 September 27, 2016 Page 95 of 103 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. 21. 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. 22. 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. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved Version 2/29/16 6 Item #2 September 27, 2016 Page 96 of 103 24. 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. 25. 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. 26. ENTIREAGREEMENT 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. 27. 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 By: Neal W Clements, P E -President (print name/title) - John Kirschbaum -Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By .. ~ ~~FPERSON AUTHORIZED TO SIGN ~y Manager of' Mayor or-Divislorr Direct01 as authorized by the City Manager)] ATTEST: ~~G~~·· .. City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. !f a corporation, Agreement must be signed by one corporate officer from each of the following two groups. City Attorney Approved Version 2/29/16 7 Item #2 September 27, 2016 Page 97 of 103 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 AGREEMENT FOR AS-NEEDED MATERIALS TESTING SERVICES (SCST, INC.) City Attorney Approved Version 2/29/16 8 Item #2 September 27, 2016 Page 98 of 103 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed materials testing services in accordance with the city's Request for Qualifications with Fee Proposal dated April 25, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. City Attorney Approved Version 2/29/16 9 Item #2 September 27, 2016 Page 99 of 103 SCST, Inc. -City of Carlsbad On-Call St:ludak of Fees/or Professional Senices-Prevailing Wage Effective Jan1UUJ 1, 2016 Professional (Engineering, Geoloa, En.,ironmental) Principal Engineer/Geologist Senior Engineer/Geologist ................ .,.., ............................................................................... H ......................... 146 Staff Engineer/Geologist ........ w, .. , .................................................................................................................. 116 Technician & lnspedor Quality Control Specialist Group 1 .............................................................................................................................................................. 98 Groop 2 ••mo, .. , ........................................................................................... ,, ......................... ._., ......................... 98 Groop3 Off Site Inspector ........................................................................................................................... ,u,, ............... 77 Coring Project Mam,g,ment Project Manager Tmrel and Miscellaneous Pick Travel Tune ........................................................................................................................................ Hourly Rate Overtime and Saturday Rate .............................. , ..... m .......... m .................................... 1 .5 x: Regular Hourly Rate Sunday and Nationally Recoptized Holiday Rate (including (he day after Thanksgiving) .... 2 x Regular Hourly Rate AI.N.WF"""'D c~-Asgnrgabl (Cal ;l06i ASTM c121:1 """'"'""'"''"'"""'"'·"'"·'-·"'······· .. ············· ................ $38 Absorption Fine Aggregate {Cal 207, ASTM ,. ...... u .... rn,w« .................................................................. 38 Cw.ifurnia Beating btiu inclm.11;!:!; Mu ~111;lty Mel11lRl C (ASTM D8l4) .................................................... 618 California Impact (Cal 216} ............................................................................................................................. 206 irt Size !AlSlM l'.141) 111 Cleanness Value -I" and Smaller (Cal 227) ................................... w, ..... "° .......... w •• , ...................................... 90 Clc!:IUUil!:aS VllU! -Uf'A:!f U\rui 1' ICM :l.l.l) ............................................. .., ....... w ....... .,. ................................ IJ:{ LOflSOUOatlOO (ASTM D:2435) ........................................................................................ ,,,,,m, ....................... 200 Cuuui.hity T~tiug (Sululdc: Chlu1ill~ arn.J Sulfates, pH am.I Ke!-lh,Lllfity) 1 IH Crushed Particles/Size (C~ 2:05, ASTM D693) .......................... "' ................. .,. ................. , .... rn .. , ................. 12:J Durability Factor (Cal ASTM D3744) 97 Durability Index (Cal AS'TM D3744) .............................................................................. " ...................... 224 hx1mmno11 Index (ASTM D4289) .................................................................... m,,, ............ ,.u, .. , ... ,m,,, ............ 177 City Attorney Approved Version 2/29/16 10 Item #2 September 27, 2016 Page 100 of 103 Soil and Aggregate • Continued Fine Aggregate Angularity (AASHfO T304) .................. ,. ........................................................................... $200 Fineness Mooulu.,; (ASTM Cl36} ................. ,m .... , ............................................................................................ 24 f'lat & Elongated Pieoes/Siz~ (ASTM D4791) .... .., ......................................................................................... 121 Light Weight Pieces (ASTM Cl23) ............................ , .... m, ......... ,. ................................................................. 149 Liquid Limit (Cal 204, ASTM D4318) ......... m • ., ............ mm,,.. ......................................................................... S8 l...os Angeles Abrasion larger than I 112" (Cal 211, ASTM C535) ............................................................... 237 Los Angeles Abrasion l 1/2" and smaller (Cal 211, ASTM Cl31) ......... .u, ........ "' ...................................... 224 Maximum Density Check Point (ASTM D698JD 1557) ,.. ................................................................................. 88 Maximum Density/Optimum Moisture~ 4" (ASTM D1557) ...................... m,rn ............................................. 200 Maximum Density/Optimum Moisture. 4" (ASTM D698) 183 Maximum Density/Optimum Moisture~ 6" (ASTM D1557) .. ,. ............................... m, ......... "'" ....................... 220 Maximum Density/Optimum Moisture· 6" (ASTM D69S) ....................................... w ... , .... mm, ................... 200 Minimum Density (ASTM D1556) ......................................................................... , .. m .............. ,.. .................... 74 Moisture Content (Cal 226, ASTM C566, ASTM D2216) ......................................................... " .......... "' ....... 38 Natural Density-Chunk Sample (ASTM D2937) ........................................................................................... ., 41 Natural Moisture/Density Ring or Core Sample (ASTM D2937) ..................................................................... 35 Organic Impurities (Cal 213, ASTM C40) ....... "' ............ ., ................................................................................ 59 Organic Mauer (ASTM D2974) ............................................. '"' .......... , .... w ...................................................... S9 Permeability Remold Sample includes Maximum Density (ASTM D2434) .................................................. 400 Permeability Remold Sample includes Mwtimum Density (ASTM D5084) .................................................. 560 Permeability Undisturbed Sample (ASTM D5084) ......................................................................................... 360 Petrographic Analysis (Cal 215, ASTM C295) pH & Resistivity (Cal 204, ASTM D4318) ..................................................................................................... 126 Plastic Limit (Cal 204, ASTM D4318) ..................................................................................................... ,.. ...... 69 Plasticity Index (Cal 643, ASTM 051) "" ........................................................................................................ 127 Residual Sbear(ASTM D6467) ........................... .u.,o.,, .. M .. , .......................................................................... 442 Rock Correction (ASTM D47l8} .......... " ................. ,,. ..... '"' .................. ., ............................................................ 26 R-Value (Cal 301, ASTM D2844) .............................. ,. ....... ,.. ......................................................................... 276 Sand Equivalent (Cal 217, ASTM D2419) ............................................ "' .......................................................... S.8 Sieve Analysis (Cal 202, ASTM CJ36. ASTM D422) ....... .,. ............................................................................ 90 Sieve Analysis Pit Sample (Cal 202, ASTM Cl36) 128 Sieve Analysis with Hydrometer (Cal 203, ASTM ............................ " ................................................ 200 Soil Cement Compression Strength (Cal 312, AS™ D1632; ...................................... m ................................. 51 Soil C.ement Cylinder Fabrication (Cal 312, ASTM 01632) 103 Soluble Chlorides (C.al 422) ............................................................................................................................... 62 Soluble Sulfate (Cal 4 I 7) ........................................................................................................ "' ........................ 62 Soundness 5 Cycles/Size 214, ASTM C88) ............................................................................. '"._. ........... 121 .._....,,.,n,. Gravity Coarse 206, ASTM Cl27) 69 ............ ,. Gravity Fine Aggregate (Cal 207~ ASTM CJ28) ~.~UUHHo••••H•"•~•~·~"•o~uuu~u,,;ou~,,,.~o•"~"'~ ... u.HUOUHU~ 74 Shear Consolidated-Undrained (ASTM D4767) ............................................. ., ... , ..... ,, ...................... 330 Triaxial Shear Uncon.solidated-Undrained (ASTM 0285()) ................................................. "' .................. "''"' 150 Triaxial Consolidated-Undrained (ASTM 04767} .................................................... .., ...................... 420 TriaxiaJ Uncons0Jidated-Undr<1.ined (ASTM D2850) .......................................................................... 210 Jnc~::mfined Compression (ASTM D2166) ...................................................................................................... 162 Unit Weight 212. ASTM C29) ................................................................................................ 52 City Attorney Approved Version 2/29/16 11 Item #2 September 27, 2016 Page 101 of 103 A1pltalt Concrete Asphalt Conformance Testing Full (inc. % Bitumen, SA Extracted, H\'cem, Maximum ThCO£etical, (2) Stabilotneter Value) ....................................................................................................................................... $833 Asphalt Conformance Testing Modified (inc.% Bitumen, SA Extracted, (2) Hveem) ................................... 465 Asphalt Core Specific Gravity (Cal 308, ASTM 58 Asphalt Core Specific Gravity Waxed (Cal 308, ASTM DJ 188) ............................... °'" ................................... 74 Emulsion Content (CTM 382) ........................................................... , .. ,m .. , ...... ,m,, ........................................ 178 Film Stripping (Cal 302) ................................................................................... w ............................................ 178 Gyratory Compacted Plug (AASHTO T312) ..................................................... HO ........ ,m ....... ,..,rn,., ............. 133 Hamburg Wheel-Plant Produced HMA (AASHTO T3241CaJ·Tr.ms Section 39) "' ................. ,. ..................... 900 Hveem -Maximum Bulk Specific Gravity (Cal ..................................................................................... 133 Hveem & Stabilometer Value 366) ................................................................................. m .... , ................. 168 Ignition Oven Correction Factor (AASHTO T308) ............................................................................... u,, ...... 500 Marshal Density. Stability & Row (ASTM D6927) per plug ................................................................. w .... , 168 Marshal Density (ASTM 1)6926) per plug .. w .. , ....... ,, ............................................................................ "' ...... 133 Moisture Content of Asphalt Mixtu~~ Using Microwave 370) ................................................................ SO Moisture Vapor Susceptibility (Cal 307) ....................................... oc, .. , ............................................................ 259 Optimum Bitnrnen Content (Cal 367) .................................. " ....................................................................... 3.100 Percent Bitumen Asphaltic Concrete (Cal 382, ASTM J 83 Rke -Maximum Theoretical Specific Gravity AC (Cal 309, ASTM D204 I) .................... w ......................... J 33 Sieve Analysis -Extracted Aggregate (Cal 382, ASTM DS444) ..................................................................... 89 Stability and Flow (ASTM D1559) .............................................................................................. w.u... 147 St:abilometer Value (Cal 366) .......................................................................................................................... 147 Superpave Aggregate Qualjties (Standard Cal-Trans Section 39 Requirements) ......................................... l,OSO Supcrpave Mix Deiign-No RAP testing or Aggregate Qualities (AASHTO R35/Cal· Trans Section 39) .... 6,700 Superpave RAP Testing~Fractiooated (ASTM D2 I 72/AASHTO T308/C.a1-Trans Section 5,700 Superpave RAP Testing-Not Fractionated (ASTM D2J72/AASHTO T308JCal-Trans Section 39) ............ 2,850 Swell Asphalf Concrete (Cal ASTM D1561) ....................................... ,. ................................................. 147 Tensile Strength Ratio-Plant Produc-oo HMA (AASHTO T283) ...................... ,. .......... " ................................ 900 Wet Track Abrasion (ASTM D39IO) ................................................................. , ............................................ 285 Concrete 2X2 Cube COD1preS,."liion ............................................. , ..................... , ................................................................ $27 Concrete Core Compression (ASTM ... .,.. ............................................................................................ ,. .. ,.. 59 Concrete Cylinder Compression 521, ASTM ................................................................................... 27 flex Beam Mt1duJus of Rapture 523, ASTM C78) .................................................................................... 74 Modulus Ela.,;ticily (Cal 522. ASTM C469) .............. .., ................... ,. .............................................................. 261 Shotcrete Mockup Panel (ASTM Cl ...................................................................................................... 1040 Shok-rete Panel, 3 Cores Cumpression ................................ ,.. .......................................................... 290 Shrinkage-Hardened Concrete (ASili Cl57 -Modified) ......... ,m .... , .. ,m ...................................................... 371 Split Coni:.ttte (ASTM .................................................. 74 Time of Set (ASTM ....................................................................................... w .................................... 200 Trial Batch Beam (Cal ASTM .................................. "' ........ °'.,.« ................................................... 69 Trial Batch Concrete Cylinder(Cal 521, ASTM ., ................... "'" .......... ,.. .. ,,. .......................................... 38 Trial Batch Fabrication (ASTM CI92) .......................................................... m,., ............................................ 298 Unit Weight, Han:lened Concrete (ASTM C642) .......................... "' ................................................................ 45 Unit Weight, Lightweight Concrete (ASTM C567) ........................... m ............................................................ 59 City Attorney Approved Version 2/29/16 12 Item #2 September 27, 2016 Page 102 of 103 Masonry Ab:$orpl.ion Block (ASTM Cl40) ..................................................................................................................... $38 Compression Adobe .......................................................................................................................................... 52 Compression Block, Standard (ASTh1 C140) .................................................................................. '"' .............. 50 Compression, Brick (ASTM Cfi7) ................................................................ "" .................................................. 38 Efflorescence Block .......................................................... "" ............................................................................... 59 Efflorescence, Brick (ASTM C67) .......................................................................................... , .......................... 45 Grout FriSln Compression (ASTM Cl019) ................................................ ,. ........................................ , ............. 27 Masoory Core Compression (AST1vr C42) .............................. w,, ....................... ,. ............................................ 51 Masonry Core Shear (CBC 2105A.4) ................................................................................................................. 92 Masonry Prism Compression (ASTh1 E447) .... ,, ... , .. .,. ........................................................................ ,. ........... 149 Mortar Bond Strength -Ptill T'est (ASTM C482) ............................................................................................. 62 Mortar Cylinder Compression ................................................................................................................... , ......... 27 Mortar Shear Strength (ANSI 118) ......................................................................................................... "" .... ,, .. 53 Relative Mortar Strength (Cal 515) ........................................................................................................... ,. ...... 53 Shrinkage -Masonry Block (ASTM C426} .................................................................................................... 252 Trial Grout Prisms (ASTM C942) ..................................................................................................................... 38 Water Retention .ind Air Content (ASTJ\.f C270) ..................................................................... m., ................... 468 Metal. Be:od Test, Reinforcing Steel (ASTil.t A6]5) ................................ ,,. ................... ,.,. ......................................... $45 Bead Test. Structural Steel {ASTM A370) ....................................................................................................... , 60 Bolt Assembly -Hardness Test ......................................................................................................................... 74 Bolt Assembly -Tensile & Proof Load Test ...................................................... ,. ............................................. 74 M(Jdulu,S of Elasticity (Steel) ........................................................................................ "' ................................. 146 Tensile Strength #3 ~ #8 Bar (ASTM A615/A706) .......................... ., ............................................................... 74 Tensile Strength:#9 • #1 J Bar (ASTh1 A615/A706) .......... ,. ............................................................................. 90 Tensile Strength #14-#18 Bar (ASTM A615) .......... ., ................................................................................ QUl)te Tensile Strength. Structural Steel (ASTM A370) ............................................................................................ 121 Miscellaneous Pire Proofing Density Test (ASTI\-1 E:605) ............................... ,. ....................................................................... $69 Fiber Reinforced Polymer, Tensile (ASTM D3039) ........................................................... , ............................. 520 Rebound Ham1ner Calibration .................. , ................................ '"" ..................................................................... 40 itaterial Preparation ..... , ......................................................... , ......................................................................... 401hr Relative Humidity Test (ASTM F2170) ............................................... ,., ..................... ,. .............................. 40/kit Com::rete Vapor Emission Kits (ASTh1 F1869) ............................................................................................ 36/lcit T,esl Chamber and Water Spray Rack (ASTM El I (15) ............................................................................ 275/hou:r JVliscellaneous Charges ....................... ,. ...................................................................................................... Various Defa11h Expemse .............................................................................................. , ........................................... Various City Attorney Approved Version 2/29/16 13 Item #2 September 27, 2016 Page 103 of 103