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2017-07-11; City Council; ; Adopt Resolutions authorizing execution of Professional Services Master Agreements for environmental management services between the City of Carlsbad and Environmental Sc
Meeting Date: To: From: Staff Contact: Subject: July 11, 2017 Mayor/President and City Council/Board Kevin Crawford, City Mana~xecutive Manag~ Sherri Howard, Associate Engineer Sherri.Howard@carlsbadca.gov or 760-602-2756 CA Review ~ Adopt Resolutions authorizing execution of Professional Services Master Agreements for environmental management services between the City of Carlsbad and Environmental Science Associates {ESA) for an amount not to exceed $1,800,000, and between Carlsbad Municipal Water District and ESA for an amount not to exceed $1,200,000. Recommended Action There are two recommended actions, as follows: 1. Adopt a Resolution authorizing execution of a Professional Services Master Agreement for environmental management services between the City of Carlsbad and ESA for an amount not to exceed $1,800,000. 2. Adopt a Resolution authorizing execution of a Professional Services Master Agreement for environmental management services between the Carlsbad Municipal Water District and ESA for an amount not to exceed $1,200,000. Executive Summary The city and the Carlsbad Municipal Water District {CMWD) implement a variety of Capital Improvement Program {CIP) projects. Some of these CIP projects require the creation, establishment and acceptance of habitat areas as mitigation for project impacts. The execution of the master agreements with ESA would facilitate the use of consultant services to assist staff in managing these efforts. Discussion Environmental management related to the creation, establishment and acceptance of habitat mitigation sites is related to and consistent with the "Open space and natural environment" Community Vision statement which reads, "Prioritize protection and enhancement of open space and the natural environment. Support and protect Carlsbad's unique open space and agricultural heritage." These Professional Services Master Agreements will provide for the issuance of project task descriptions and fee allotments (task orders) associated with and funded by the CIP projects that create the need for the services. The funding for the CIP projects and the associated task orders is included in the adoption of the CIP budget. On Jan. 23, 2017, the city and CMWD published a Request for Qualifications (RFQ) for environmental management services. As noted in the RFQ staff has identified six locations that will generate the first set of work tasks associated with the master agreements. It is anticipated that additional mitigation locations will be required in conjunction with the implementation of future CIP projects which will result in the need for additional environmental management services. The following is a brief description of the six locations that have been identified to date: Buena Vista Creek -Buena Vista Creek between Jefferson Street and South Vista Way Bridges. This section of Buena Vista Creek is an earthen and rip rap lined channel. The activities that will be managed consist of routine monthly vegetation and trash removal. Approximately 1-acre of vegetation is cleared from the channel every year. Agua Hedionda Creek -Agua Hedionda Creek between the Cannon Road and El Camino Real Bridges over the creek. This section of Agua Hedionda Creek is a rip rap lined channel. The activities that will be managed consist of monthly vegetation and trash removal. Approximately 1-acre of vegetation is removed from the channel every year. Calavera Dam-Calavera Dam which is located in the open space area east of the intersection of Tamarack Boulevard and Strata Drive. The activity that will be managed is the removal of approximately 2.4 acres of vegetation from the face of the Calavera Dam once every quarter. Lake Calavera Preserve -There are five separate sites located within the Lake Calavera Preserve (Preserve) location. The five sites total approximately 3. 7 acres and they are located along the north side of the lake and in the north east corner of the Preserve. All of the sites at this location are in year 1 of a 5-year maintenance and monitoring period, and therefore the consultant will be managing these efforts. Romeria Channel and La Costa Avenue -The Romeria Channel and La Costa Avenue location is west of Romeria Street along the south side of La Costa Avenue. There are two sites at this location, totaling 0.8 acres. Both sites are in year 1 of a 5-year maintenance and monitoring period, and therefore the consultant will be managing these efforts. Agua Hedionda Creek -Agua Hedionda Creek adjacent to Sunnycreek Road east of El Camino Real. This is an approximately 0.1 acre habitat restoration site. The site is in year 1 of a 2-year maintenance and 3-year monitoring program, and therefore the consultant will be managing these efforts. On March 9, 2017, four firms submitted Statements of Qualifications (SOQs). Upon receipt of the SOQs, a selection committee composed of city and CMWD staff reviewed and evaluated the submittals. The SOQs were evaluated pursuant to Municipal Code section 3.28.060 on the quality of the consultant's experience related to the project specific elements, performance of similar work, ability to provide the services, quality of the written response and the consulting services rate schedule. Staff recommends awarding the Professional Services Master Agreements for environmental management services to ESA. Fiscal Analysis The master agreements are for a period of three years. The maximum compensation under the agreement with the city is $1,800,000, and the maximum compensation under the agreement with CMWD is $1,200,000. Funding for each task order will be provided by the associated project as appropriated via the adoption of the CIP budget. Next Steps Once the Professional Services Master Agreements are approved and executed staff will begin issuing task orders for the needed project services. The total annual cost will not exceed $600,000 per year for city task orders and $400,000 per year for CMWD task orders. Task orders will be fully executed prior to ESA initiating work. 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 This item was noticed in accordance with the Ralph M. Brown Act and was available for public viewing and review at least 72 hours prior to the scheduled meeting date. Exhibits 1. Resolution authorizing execution of a Professional Services Master Agreement for environmental management services between the City of Carlsbad and ESA for an amount not to exceed $1,800,000. 2. Resolution authorizing execution of a Professional Services Master Agreement for environmental management services between the Carlsbad Municipal Water District and ESA for an amount not to exceed $1,200,000. RESOLUTION NO. 2017-140 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES MASTER AGREEMENT FOR ENVIRONMENTAL MANAGEMENT SERVICES BETWEEN THE CITY OF CARLSBAD AND ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) FOR AN AMOUNT NOT TO EXCEED $1,800,000. Exhibit 1 WHEREAS, the City Council of the City of Carlsbad, California has determined it necessary, desirable, and in the public interest to use professional services to manage the creation, establishment, and acceptance of habitat mitigation sites related to impacts resulting from the implementation of city Capital Improvement Program (CIP) projects; and WHEREAS, the Department of Public Works solicited, received and reviewed Statements of Qualifications for environmental management services consistent with the Carlsbad Municipal Code section 3.28.060; and WHEREAS, subsequent to a review of the Statements of Qualifications, Environmental Science Associates (ESA) has been identified as the most qualified firm; and WHEREAS, staff and ESA have negotiated the scope of work and the rate schedule for the Professional Services Master Agreement; and WHEREAS, expenditures for the professional services are subject to availability of budget appropriations associated with the related CIP projects. 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 is authorized and directed to execute the Professional Services Master Agreement with ESA in an amount not to exceed $1,800,000, which is attached hereto as Attachment A. Exhibit 1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 11th day of !YJ.y, 2017, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. None. None. (SEAL) TRAN1571 MASTER AGREEMENT FOR PROFESSIONAL ENVIRONMENTAL SERVICES (ENVIRONMENTAL SCIENCE ASSOCIATES) THIS AGREEMENT is made and entered into as of the \ 2 't0 day of cJu. \ ~ , 20.J]_, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter r~ferred to as "City", and ENVIRONMENTAL SCIENCE ASSOCIATES, a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an environmental services consultant that is experienced in providing project management for project requiring environmental services. 8. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to project management and advice for environmental services. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective until November 30, 2021. 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 inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. City Attorney Approved Version 6/9/15 TRAN1571 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed six hundred thousand dollars ($600,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed six hundred thousand dollars ($600,000) per Agreement year. The total amount of the Agreement shall not exceed one million eight hundred thousand dollars ($1 ,800,000) for the initial three year term. 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 Seryices, 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 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. 2 City Attorney Approved Version 6/9/15 TRAN1571 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. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 3 City Attorney Approved Version 6/9/15 TRAN1571 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 Dept Address Phone Sherri Howard Associate Engineer Transportation CITY OF CARLSBAD 1635 Faraday Av Carlsbad, CA 92008 760-602-2756 4 For Contractor: Name Barbara Calantas Title Project Manager Address 550 West C Street, Suite 750 San Diego, CA 92101 Phone Email 619-719-4200 nrapp@esassoc.com City Attorney Approved Version 6/9/15 TRAN1571 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 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. 5 City Attorney Approved Version 6/9/15 TRAN1571 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 6 City Attorney Approved Version 6/9/15 TRAN1571 of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals 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~ day of J U,ht, , 20 \ 1 . CONTRACTOR ENVIRONMENTAL SCIENCE ASSOC IA TES, a By: 1gn here) aob~n~~J6ftt~ ~~~ ByAJ&_r±: y== (signher=er-;;;a Albert cu,sioar JlFo (print name/1:itle) CITY OF CARLSBAD, a municipal corporation of the State of California ~1 By:~:# Matt Hall, Mayor 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 .!!lY.!! 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./, 7wm ity Attorney BY: ti Vt)._f ( ~._ .0e~uty City Attorney 7 City Attorney Approved Version 6/9/15 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 .SO.I\ .V I<~ ) . o,.Jone ~(o t ao before me.~M,:e :l}J l~},a "I iw\zt~'lU.,) I(,, Date t\-&f, Here Insert Name and Ti le of the icer personally appeared -:&br.:>..e e:1," ,J l p h Name(s) of Signer(s) who proved to me on the basis of 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 signature(s) on the instrument 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~_.,, Signature of Notary Public ---------------oPT/ONAL--------------- 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: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ 0 Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ 0 Partner -0 Limited O General 0 Partner -D Limited O General 0 Individual D Attorney in Fact D Individual O Attorney in Fact 0 Trustee O Guardian or Conservator 0 Trustee O Guardian or Conservator D Other: ______________ _ D Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ .r<,~-,~,,<;:~,;«.,-s.;<;.~~~~~~~~~~™'§<>™~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 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. ) ) -~~~.i..____ before mC vui~ M t\,])u\lnriW2Vl J \Jo6 .,y_ l\Jo{ lG I Date L Here Insert N;;;;l and Title of the elticer personally appeared _..LA...!....l\~'lJ=e~f=---,:,--=---C=-U\=·...,,.s ...... ro~'--"t..__ __________ _ Name(s) of Signer(s) who proved to me on the basis of 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 signature(s) on the instrument 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. Signatu,C*Q...,_ • & Signature of Notary Public ---------------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: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ 0 Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ 0 Partner -0 Limited D General 0 Partner -D Limited D General 0 Individual D Attorney in Fact D Individual O Attorney in Fact D Trustee D Guardian or Conservator 0 Trustee D Guardian or Conservator D Other: ______________ _ 0 Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ R'®~~~~~,K,-<;<,~gc·y<;!~<,~~~~~~~~~~~~~~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit A SCOPE OF SERVICES Environmental Science Associates will be required to manage the existing maintenance and monitoring contracts for each site in addition to reviewing and extending permits as require·d for continuous project maintenance. The Consultant will be responsible to: • Manage the monitoring and maintenance contractors and perform inspection for all sites on routine intervals during the extended maintenance periods. • Manage the monitoring and maintenance contractors during annual maintenance events. • Review permits with the monitoring biologist to confirm regulatory compliance, review notification letters as required by the permits and coordinate the payment of permit fees. • Coordinate with the Preserve Manager, Preserve Steward, City of Carlsbad Habitat Management Plan (HMP) Coordinator and Parks and Recreation Department, for activities within the preserves. • Coordinate with the California Department of Fish and Wildlife (CDFW) and US Fish and wildlife Services (USFWS) (collectively, the Wildlife Agencies), the US Army Corps of Engineers, the California Coastal Commission (CCC), the Regional Water Quality Control Board (RWQCB) and the City of Carlsbad Planning Department, as necessary. • Monitor budgets and request updates through the city and CMWD Capital Improvement Program and Operating Budget. • Coordinate with appropriate agencies to address illegal encampments. • Coordinate clean-up of illegal encampments. • Review and recommend approval of invoices from consultants and contractors. • Review and update contracts with consultants and contractors to address adaptive management recommendations or changed conditions whether caused by humans or naturally occurring. • Manage certified payroll as needed. • Maintain digital project files and provide to the city on a routine schedule. • Review and assure permit compliance for Daily Work and Observation Reports. • Review and assure permit compliance for Annual Monitoring Reports. • Attend meetings with City/CMWD staff. • Monitor and download wildlife cameras and compile data in compliance with project permits. • Attend conferences and training sessions to ensure that the most current best practices are employed. • Monitor adaptive management practices to address intrusion of invasive exotic flora, fauna, insects and fungus. • Review legal documents (plat map and legal description for easements and easement language). • Coordinate directly with City/CMWD staff for the development and review of various staff reports (for example: Planning Commission, City Council, CMWD Board meetings). • Recommend, coordinate and participate in public outreach activities. • Assist City/CMWD with permitting. • Assist with project management. The City will make available all reports, permits, plans and other documentation previously prepared for the projects in City's possession. 8 Rate Schedule 550 West C Street Suite 750 San Diego, CA 92101 619.719.4200 phone 619.719.4201 lax Standard Hourly BIiiing Rates for Assigned Staff Exhibit A www.esassoc.com Provided herein are hourly rates for our assigned team, including subconsultants that are proposed for the project. Assigned Staff Barbra Calantas Jim Prine Alanna Sullivan Lauren Singleton Amy Lee Tommy Molioo Scott Holbrook Jim Rocks (RBC) Melanie Rocks (RBC) Lee Ripma (RBC) Julie Stout TABLE 5-1 STAFF HOURLY RATE Kelly Alhadeff-Black (Lewis & Brisbois) Douglas McKinney (D&D) Robert Mazalewski (D&D) Billing Rate $215 $215 $120 $120 $120 $150 $195 $125 $125 $100 $180 $250 $130 $115 Following this page is ESA's rate sheet. March 9, 2017 City of Carlsbad / Environmental Management Services (RFQ #17-12) environmental science associates 9 2 Rate Schedule Environmental Science Associates & Subsidiaries 2017 Schedule of Fees I. Personnel Category Rates Exhibit A Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time, etc. Time spent on projects in litigation, in depositions, and providing expert testimony will be charged at the Category rate times 1.5. Labor category Senior Director Director Managing Associate Senior Associate Associate Project Technicians Level I 250 200 165 140 100 80 Level II Level Ill 265 285 215 230 180 195 150 160 120 130 95 115 (a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise, and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. (b) From time to time, ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates. (c) ESA reserves the right to revise the Personnel Category Rates annually to reflect changes in its operating costs. II. ESA Expenses A. Travel Expenses 1. Transportation a. Company vehicle-IRS mileage reimbursement rate b. Common carrier or car rental -actual multiplied by 1.15 2. Lodging, meals, and related travel expenses -direct expenses multiplied by 1.15 B. Communications Fee In-house costs for phone, email, fax, regular postage, walk-up copier, and records retention -project labor charges will be multiplied by 3%. C. Printing/Reproduction Rates Item 8 l/2x 11 b/w llx 17 b/w 8 1/2 x 11 color 11 x 17 color Covers Ill. Subcontracts Rate/page $0.05 $0.10 $1.00 $2.00 $0.50 Item Binding HP Plotter CD Digital Photography Subcontract services will be invoiced at cost multiplied by 1.15. 10 Rate/page $LOO $25.00 $10.00 $20.00 (up to 50 images) esassoc.com Exhibit A r s ~ IV. Other There shall be added to all charges set forth above amounts equal to any applicable sales or use taxes legally levied in lieu thereof, now, or hereinafter imposed under the authority of a federal, state, or local taxing jurisdiction. March 9, 2017 City of Carlsbad / Environmental Management SeNices (RFQ #17-12) environmental science associates 11 3 i> LEWIS (0 BRISBOIS January 2017 Rate Schedule: Lewis Brisbois provides the following hourly rate schedule for our proposed team: Name Title Hourly Rate Kelly Alhadeff-Black Partner $350 Dustin Woods Partner $325 Marshal Wilke Associate $275 Sara Atsbaha Associate $250 James Geocaris Partner $395 Exhibit A Note: Mileage charged in accordance with standard IRS rate. And a 4% charge is included with each invoice for materials and administrative costs (copies, mail, fax, printing, etc.} 12 ROCKS BIOLOGICAL CONSULTING Rocks Biological Consulting Rate Sheet January 2017 Principal Biologist $130 Senior Project Manager $120 Senior Biologist $110 Associate Biologist $100 Monitoring Biologist $95 GIS Technician $95 Technical Editor $75 Clerical Assistant $65 Rates subject to annual escalation not to exceed 5% 2621 DENVER STREET, SUITE 8 • SAN DIEGO, CA 92110-3300 (619) 701.6798 • INFO@ROCKSBIO.COM 13 Exhibit A ,--ESA ~ Feb 2017 Effective 2017, ESA Officers and select other Certified Contract Signers are authorized to sign contracts, modifications, and subcontracts. Following are the authorized individuals by ESA office. *Note: The individuals highlighted in BOLD type are authorized to sign engineering and design contracts. See Signature Authority Policy for guidance on signature authority levels and Contract Review FAQs AUTHORIZED ESA CONTRACT SIGNERS: OFFICERS + CERTIFIED CONTRACT SIGNERS NORTHWEST REGION • Molly Adolfson, Sr. VP, NW Water Practice Leader Seattle Office • Margaret Clancy, VP, NW Regional Director • Teresa Vanderburg, VP, NW Biological Resources Practice Leader • Paul Agrimis, P.E., VP, Landscape Architecture Program Leader* Portland Office • Ken Vigil, P.E., VP, NW Environmental Hydrology Practice Leader* • Joe Richards, Senior Technical Expert, NW EH* • Susan Cunningham, Program Manager, NW Biological Resources NORTHERN CALIFORNIA REGION Petaluma Officer • Betty Andrews, P.E., VP, Sr. Program Manager EH* • Jim O'Toole, VP, CA Water Practice Leader • Bob Battalio, P.E., VP, Chief Engineer* • Annette Bonilla, VP, HR Director • Ann Borgonovo, P.E., VP, CA EH Practice Leader* San Francisco • Albert Cuisinot, Sr. VP, CFO • Leslie Moulton-Post, President, CEO • Gary Oates, Sr. VP, Strategic Client Director • Brian Ramos, Sr. VP, COO • Janna Scott, SF Office Leader Oakland Office • TBD -(once we expand our Oakland office in Q2 2017) • Steve Alverson, Sr. VP, Strategic Client Director • Brian Boxer, Sr. VP, NorCal Regional Director Sacramento Office • Erich Fischer, Sr. VP CA Biological Resources Practice Leader • Cathy McBee, VP, Central Valley Water Group Director • Dana McGowan, VP, Cultural Resources Practice Leader SOUTHERN CALIFORNIA REGION Ventura Office • Monica Strauss, Cultural Resources Director Santa Monica Office • Greg Broughton, VP, Strategic Client Director • Jay Ziff, Community Development Program Director • Terri Avila, VP, CA Community Development Practice Leader Los Angeles Office • Tom Barnes, VP, SoCal Water and Energy Director • Deanna Hansen, VP, SoCal Community Development Director Pasadena Office • Heidi Rous, Air Quality Services Director Irvine Office • Steve Nelson, VP, SoCal Biological Resources Director San Diego Office • Bobbette Biddulph, Sr. VP SoCal Regional Director • Eric Ruby, Sr. VP, Strategic Client Director SOUTHEAST REGION Orlando Office • Mike Arnold, Sr. VP, Airports Practice Leader • Julie Sullivan, VP, Southeast Regional Director Tampa Office • Doug Robison, VP SE Biological Resources Director Page 1 of 1 RESOLUTION NO. 1577 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD MUNICIPAL WATER DISTRICT BOARD, AUTHORIZING EXECUTION OF A PROFESSIONAL SERVICES MASTER AGREEMENT FOR ENVIRONMENTAL MANAGEMENT SERVICES BETWEEN THE CARLSBAD MUNICIPAL WATER DISTRICT AND ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) FOR AN AMOUNT NOT TO EXCEED $1,200,000. Exhibit 2 WHEREAS, the Board of the Carlsbad Municipal Water District (CMWD) Carlsbad, California has determined it necessary, desirable, and in the public interest to use professional services to manage the creation, establishment and acceptance of habitat mitigation sites related to impacts resulting from the implementation of CMWD Capital Improvement Program {CIP) projects; and WHEREAS, CMWD solicited, received and reviewed Statements of Qualifications for environmental management services consistent with the Carlsbad Municipal Code section 3.28.060; and WHEREAS, subsequent to a review of the Statements of Qualifications, Environmental Science Associates (ESA) has been identified as the most qualified firm; and WHEREAS, staff and ESA have negotiated a scope of work and rate schedule for the Professional Services Master Agreement; and WHEREAS, expenditures for the professional services are subject to availability of budget appropriations with the CIP projects. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the president is authorized and directed to execute the Professional Services Master Agreement with ESA in an amount not to exceed $1,200,000, which is attached hereto as Attachment A. Exhibit 2 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad Municipal Water District Board of Directors and the City Council of the City of Carlsbad on the 11th day of J!!!y, 2017, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. None. None. (SEAL) MASTER AGREEMENT FOR PROFESSIONAL ENVIRONMENTAL SERVICES (ENVIRONMENTAL SCIENCE ASSOCIATES) . .! . J • UTIL1572 . iJ"HIS AGREEMENT is made and entered into as of the 12 tb\. day of \.J V..t~ , 20fl, by and between the Carlsbad Municipal Water District, a Public Agency orgaized under thillunicipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "City", and Environmental Science Associates, a California Corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an environmental services consultant that is experienced in providing project management for project requiring environmental services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to project management and advice environmental services. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD 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 until November 30, 2021. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. 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 CMWD 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 Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable 1 General Counsel Approved Version 9/1/15 UTIL1572 delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD 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. The total amount of the Agreement shall not exceed one million two hundred thousand dollars ($1,200,000) for the initial three year term. 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, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 9/1/15 UTIL1572 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful f!1isconduct 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 CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD'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 "AX"; 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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 9/1/15 UTIL1572 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 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD 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. CMWD 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 CMWD 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 CMWD. 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 CMWD. Contractor will have the right to make one ( 1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 9/1/15 UTIL1572 · 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For City: Name Title Dept Address Phone Sherri Howard Associate Engineer Public Works/ Trans CITY OF CARLSBAD 1635 Faraday Av Carlsbad, CA 92008 760-602-2756 For Contractor: Name Barbara Calantas Title Project Manager Address 550 West C Street, Suite 750 San Diego, CA 92101 Phone Email 619-719-4200 nrapp@esassoc.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 for the City of Carlsbad 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 CMWD 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 5 General Counsel Approved Version 9/1/15 UTIL1572 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD 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, CMWD 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 CMWD 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 CMWD, 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 CMWD 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. 6 General Counsel Approved Version 9/1/15 UTIL1572 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD 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 CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 9/1/15 UTIL1572 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 ~ day of (\\AN.-, 20_D_. CONTRACTOR ENVIRONMENTAL SCIENCE ASSOCIATES California Corporation By: (sign here) ~ Bi.i~~h, 'Sg,r.or'iiu. (print nameitle) f f6\~ By:~(~ {signhere) fljt)eff-' CvrsiMlcr:o (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a public agency organized under the Municipal Water Act of 1911, and a Su.bsidiary.w:e City of Carlsbad // By: ~,of/2, Matt Hall, President 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 !!!!!!! 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 l;lfE~~ :ty Attorney BY: //{tJLC~ ~ ~-Deputy General Counsel 8 General Counsel Approved Version 9/1 /15 Exhibit A SCOPE OF SERVICES Environmental Science Associates will be required to manage the existing maintenance and monitoring contracts for each site in addition to reviewing and extending permits as required for continuous project maintenance. The Consultant will be responsible to: • Manage the monitoring and maintenance contractors and perform inspection for all sites on routine intervals during the extended maintenance periods. • Manage the monitoring and maintenance contractors during annual maintenance events. • Review permits with the monitoring biologist to confirm regulatory compliance, review notification letters as required by the permits and coordinate the payment of permit fees. • Coordinate with the Preserve Manager, Preserve Steward, City of Carlsbad Habitat Management Plan (HMP) Coordinator and Parks and Recreation Department, for activities within the preserves. • Coordinate with the California Department of Fis~ and Wildlife (GDFW) and IJS ,Fjsh-and wildlif~ Services (USFWS) (collectively, the Wildlife Agencies), the US Army Corps of Engineers: the California Coastal Commission (CCC), the Regional• Water Quality Control Board (RWQCB) and the City of Carlsbad Planning Department, as necessary. • Monitor budgets and request updates through the city and CMWD Capital Improvement Program and Operating Budget. • Coordinate with appropriate agencies to address illegal encampments. • Coordinate clean-up of illegal encampments. • Review and recommend approval of invoices from consultants and contractors. • Review and update contracts with consultants and contractors to address adaptive management recommendations or changed conditions whether caused by humans or naturally occurring. • Manage certified payroll as needed. • Maintain digital project files and provide to the city on a routine schedule. • Review and assure permit compliance for Daily Work and Observation Reports. • Review and assure permit compliance for Annual Monitoring Reports. • Attend meetings with City/CMWD staff. • Monitor and download wildlife cameras and compile data in compliance with project permits. • Attend conferences and training sessions to ensure that the most current best practices are employed. • Monitor adaptive management practices to address intrusion of invasive exotic flora, fauna, insects and fungus. • Review legal documents (plat map and legal description for easements and easement language). • Coordinate directly with City/CMWD staff for the development and review of various staff reports (for example: Planning Commission, City Council, CMWD Board meetings). • Recommend, coordinate and participate in public outreach activities. • Assist City/CMWD with perm itting. • Assist with project management. CMWD will make available all reports, permits, plans and other documentation previously prepared for the projects in CMWD's possession. 9 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 Ccpitornia County 0~ vfD l e.q D ) o.J1 IN' di:e l~ Cl I J betore mCh<i S\\l.t f\:J)J\af an}Adzi~l?Jol IL Date I l_ }:~f[sert Name a d Title of the O · er personally appeared ~t)e,11L---P, ~ 0(1(J ~ Name(s) of Signer(s) who proved to me on the basis of 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 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. @ CHRISTINE A. DULLAGH4N Commission ti 2110756 j Notary Public -Callforma I I San Diego County • o o o o o ,MJ ~0!!"2· fl1': u"JIJ·J\1:I WITNESS my hand and official seal.~ Signature C ~:3> ~-~, Signature of Notary Public Place Notary Sea/ Above ---------------opnoNAL--------------- 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: _______ _ Number of 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: ________ _ ~'Q(.,'g;,~;q(,~~'g(;,~~~~ ©2014 National Notary Association · www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 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 c~:~; ) County o~~-4,)ltqO ) . On (M\L OD, M I 1 before medmshtu. A J)Jle9eh"tn .~ ~ltG personally ap::.: irl l:}e,1;: l)J,~ vt.of"' Insert Na e and rlt1e of the Officer Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 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 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. aooooaooaaeooeriosso 19· CHRISTINE A. OUUAGHAN l Comm111lon ti 2110756 z < NotlfY Public -California z I San Diego County f ). • 0 • • ,MJS:OT'e·e&ir!s,M,,9. 201° Place Notary Seal 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: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner -D Limited D General 0 Partner -0 Limited O General 0 Individual O Attorney in Fact 0 Individual O Attorney in Fact 0 Trustee O Guardian or Conservator 0 Trustee O Guardian or Conservator 0 Other: ______________ _ 0 Other: _____________ _ Signer Is Representing: ________ _ Signer Is Representing: ________ _ ~~~-s.;<.1~.:<r~x«,~~~~~~~~·~~~~~~~~~~~~~l§l&!~~~~~ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1 -800-876-6827) Item #5907 Exhibit A 550 West C Street Suite 750 San Diego, CA 92101 619.719.4200 phone 619.719.4201 fax Rate Schedule Standard Hourly Billing Rates for Assigned Staff Provided herein are hourly rates for our assigned team, including subconsultants that are proposed for the project. Assigned Staff Barbra Calantas Jim Prine Alanna Sullivan Lauren Singleton Amy Lee TommyMolioo Scott Holbrook Jim Rocks (RBC) Melanie Rocks (RBC} Lee Ripma (RBC) Julie Stout TABLE 5-1 STAFF HOURLY RATE Kelly Alhadeff-Black (Lewis & Brisbois) Douglas McKinney (D&D) Robert Mazalewski (D&D) Billing Rate $215 $215 $120 $120 $120 $150 $195 $125 $125 $100 $180 $250 $130 $115 Following this page is ESA's rate sheet. March 9, 2017 City of Carlsbad / Environmental Management Services {RFQ #17-12) environmental science associates 10 www.esassoc.com 1 2 Rate Schedule Environmental Science Associates & Subsidiaries 2017 Schedule of Fees I. Personnel Category Rates Exhibit A Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time, etc. Time spent on projects in litigation, in depositions, an~ providing expert testimony will be charged at the Category rate times 1.5. Labor Category Senior Director Director Managing Associate Senior Associate Associate Project Technicians Level I 250 200 165 140 100 80 levet II Level Ill 265 285 215 230 180 195 150 160 120 130 95 115 (a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise, and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. (b) From time to time, ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates. (c) ESA reserves the right to revise the Personnel Category Rates annually to reflect changes in its operating costs. II. ESA Expenses A. Travel Expenses 1. Transportation a. Company vehicle -IRS mileage reimbursement rate b. Common carrier or car rental -actual multiplied by 1.15 2. Lodging, meals, and related travel expenses - direct expenses multiplied by 1.15 B. Communications Fee In-house costs for phone, email, fax, regular postage, walk-up copier, and records retention -project labor charges will be multiplied by 3%. C. Printing/Reproduction Rates Item 8 l/2x 11 b/w 11 X 17 b/w 8 1/2 x 11 color 11 x 17 color Covers Ill. Subcontracts Rate/page $0.05 $0.10 $1.00 $2.00 $0.50 Item Binding HP Plotter CD Digital Photography Subcontract services will be invoiced at cost multiplied by 1.15. I 11 Rate/page $1.00 $25.00 $10.00 $20.00 (up to 50 images) esassoc.com Exhibit A r-~s ~ IV. Other There shall be added to all charges set forth above amounts equal to any applicable sales or use taxes legally levied in lieu thereof, now, or hereinafter imposed under the authority of a federal, state, or local taxing jurisdiction. March 9, 2017 12 City of Carlsbad / Environmental Management Services (RFQ #17-12) environmental soience associates 3 t> LEWIS (IJ BRISBOIS January 2017 Rate Schedule: Lewis Brisbois provides the following hourly rate schedule for our proposed team: Name Title Hourly Rate Kelly Alhadeff-Black Partner $350 Dustin Woods Partner $325 Marshal Wilke Associate $275 Sara Atsbaha Associate $250 James Geocaris Partner $395 Exhibit A Note: Mileage charged in accordance with standard IRS rate. And a 4% charge is included with each invoice for materials and administrative costs (copies, mail, fax, printing, etc.) 13 ROCKS BIOLOGICAL CONSULTING Rocks Biological Consulting Rate Sheet January 2017 Principal Biologist $130 Senior Project Manager $120 Senior Biologist $110 Associate Biologist $100 Monitoring Biologist $95 GIS Technician $95 Technical Editor $75 Clerical Assistant $65 Rates subject to annual escalation not to exceed 5% 2621 DENVER STREET, SUITE B • SAN DIEGO, CA 92110-3300 (619) 701 .6798 • INFO@ROCKSBIO.COM 14 Exhibit A r--ESA ~ Feb 2017 Effective 2017, ESA Officers and select other Certified Contract Signers are authorized to sign contracts, modifications, and subcontracts. Following are the authorized individuals by ESA office. *Note: The individuals highlighted in BOLD type are authorized to sign engineering and design contracts. See Signature Authority Policy for guidance on signature authority levels and Contract Review FAQs AUTHORIZED ESA CONTRACT SIGNERS: OFFICERS + CERTIFIED CONTRACT SIGNERS NORTHWEST REGION • Molly Adolfson, Sr. VP, NW Water Practice Leader Seattle Office • Margaret Clancy, VP, NW Regional Director • Teresa Vanderburg, VP, NW Biological Resources Practice Leader • Paul Agrimis, P.E., VP, Landscape Architecture Program Leader* Portland Office • Ken Vigil, P.E., VP, NW Environmental Hydrology Practice Leader* • Joe Richards, Senior Technical Expert, NW EH* • Susan Cunningham, Program Manager, NW Biological Resources NORTHERN CALIFORNIA REGION Petaluma Officer • Betty Andrews, P.E., VP, Sr. Program Manager EH* • Jim O'Toole, VP, CA Water Practice Leader • Bob Battalio, P.E., VP, Chief Engineer* • Annette Bonilla, VP, HR Director • Ann Borgonovo, P.E., VP, CA EH Practice Leader* San Francisco • Albert Cuisinot, Sr. VP, CFO • Leslie Moulton-Post, President, CEO • Gary Oates, Sr. VP, Strategic Client Director • Brian Ramos, Sr. VP, COO • Janna Scott, SF Office Leader Oakland Office • TBD -(once we expand our Oakland office in Q2 2017) • Steve Alverson, Sr. VP, Strategic Client Director • Brian Boxer, Sr. VP, NorCal Regional Director Sacramento Office • Erich Fischer, Sr. VP CA Biological Resources Practice Leader • Cathy McEfee, VP, Central Valley Water Group Director • Dana McGowan, VP, Cult~ral Resources Practice Leader SOUTHERN CALIFORNIA REGION Ventura Office • Monica Strauss, Cultural Resources Director Santa Monica Office • Greg Broughton, VP, Strategic Client Director • Jay Ziff, Community Development Program Director • Terri Avila, VP, CA Community Development Practice Leader Los Angeles Office • Tom Barnes, VP, SoCal Water and Energy Director • Deanna Hansen, VP, SoCal Community Development Director Pasadena Office • Heidi Rous, Air Quality Services Director Irvine Office • Steve Nelson, VP, SoCal Biological Resources Director San Diego Office • Bobbette Biddulph, Sr. VP SoCal Regional Director • Eric Ruby, Sr. VP, Strategic Client Director SOUTHEAST REGION Orlando Office • Mike Arnold, Sr. VP, Airports Practice Leader • Julie Sullivan, VP, Southeast Regional Director Tampa Office • Doug Robison, VP SE Biological Resources Director Page 1 of 1