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HomeMy WebLinkAboutAECOM Technical Services Inc; 2020-01-09; PSA20-982TRANPSA20-982TRAN City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR TERRAMAR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) ANALYSIS SERVICES AECOM TECHNICAL SERVICES, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated January 9, 2020, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and AECOM Technical Services, Inc., a California corporation (“Contractor") (collectively, the “Parties”) for Terramar CEQA Analysis Services. RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one (1) year ending on January 8, 2022. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 711DE214-BE8B-43A5-955B-68A046CDEF19 December 15th PSA20-982TRAN City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR AECOM Technical Services, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Teri Fenner, Vice- President (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: 711DE214-BE8B-43A5-955B-68A046CDEF19 ACORD [ae CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 03/20/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZEDREPRESENTATIVEORPRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSUREDprovisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement onthiscertificatedoesnot confer rights to the certificate holderin lieu of such endorsement(s). PRODUCER CONTACT *MarshRisk &Insurance Services PHONE :FAX&LicenseSeaswe 1200 (NC.No,Ext)|(AIC,No):.eet,Suite ..Los Angeles,CA 90071 ADDRESS:Attn:LosAngeles.CertRequest@Marsh.Com INSURER(S)AFFORDING COVERAGE NAIC # CN101348564-STND-GAUE-20-21 04 2022 INSURER A :ACE American Insurance Company 22667 NSTECOM INSURER B:NIA N/A AECOMTechnical Services,Inc.INSURERC :Illinois Union Insurance Co 27960401WestAStreet,Suite 1200 .San Diego,CA 92101 INSURER D:SEE ACORD101 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:LOS-002357427-11 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYFERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCEDBYPAID CLAIMS. ADDL|SUBR]ee TYPEOFINSURANCE isp lwp POLICY NUMBER {MMIDBIYYYY)(MINDDIYYYY)LIMITS A X COMMERCIAL GENERALLIABILITY HD0 G7123311A 04/01/2020 04/01/2021 EACH OCCURRENCE $2,000,000 _|CLAIMS-MADE [x]OCCUR ORNSdupecyusconce)$2,000,000 ||MED EXP(Any one person)$5,000 |PERSONAL&ADVINJURY $2,000,000 GEN'LAGGREGATELIMITAPPLIES PER:GENERAL AGGREGATE 3 4,000,000 X Poucy []eed Loc PRODUCTS -COMP/OP AGG $4,000,000 OTHER:$A AUTOMOBILELIABILITY 1SAH25301730 04/01/2020 04/01/2021 tsZOMBINEDSINGLE LIMIT $4,000,000 X:‘ANY AUTO BODILY INJURY(Perperson)$|_|OWNED -|__|AuTos ONLY SoHEQULeD BODILY INJURY(Peraccident)|$HIRED NON-OWNED PROPERTYDAMAGE $|__|AUTOS ONLY AUTOS ONLY (Per accident) $ |__|UMBRELLAUAB |occuR EACH OCCURRENCE $EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED ||RETENTION $$D |WORKERSCOMPENSATION SEE ACORD 101 04/01/2020 04/01/2021 xX PER |OTH-AND EMPLOYERS’LIABILITY STATUTE ERANYPROPRIETOR/PARTNER/EXECUTIVE -E.L.EACH ACCIDENT $1,000,000OFFICER/MEMBEREXCLUDED?Nj|KIA 0(Mandatory in NH)E.L.DISEASE -EA EMPLOYEE]$1,000,000ifyes,describe under 1,000,000DESCRIPTIONOFOPERATIONSbelowE.L.DISEASE -POLICYLIMIT $WN, C {ARCHITECTS &ENG.ECN G21654693 005 04/01/2020 04/01/2021 PerClaim/Agg 1,000,000 PROFESSIONALLIAB.“CLAIMS MADE"Defense Included DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if morespace fsrequired)Re:AECOMProject No:60335018;Client Reference No:TRAN1138;AECOM Project Name:Faro!Court Drainage Improvement City ofCarlsbad is named as additional insuredfor GLcoverage,butonly as respects work performedby or on behalf ofthe named insured and where required bywritten contract.This insurance is primary and non- contributoryoveranyexisting insurance andlimitedto liacilityarising outofthe operationsofthe named insured and where requiredbywritten contract with respectto the GL coverage. CERTIFICATE HOLDER CANCELLATION City ofCarlsbad/CWMD clo EXIGIS Insurance Compiiance ServicesPOBox4668ECM#35050NewYork,NY 10163-4668 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED INACCORDANCEWITHTHEPOLICYPROVISIONS. AUTHORIZEDREPRESENTATIVEofMarshRisk&Insurance Services JamesL.Vogel oe ACORD25(2016/03) ©1988-2016 ACORD CORPORATION.All rights reserved. The ACORDnameandlogoare registered marks of ACORD AGENCY CUSTOMERID:CN101348564 Loc#:Angeles =)ACORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSUREDMarshRisk&Insurance Services AEGON Technical Services,Incices,Inc.POLICY NUMBER 401 West A Street,Suite 1200SanDiego,CA 92101 CARRIER NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM iS A SCHEDULE TO ACORD FORM, FORM NUMBER:25 FORM TITLE:Certificate of Liability Insurance Workers Compensation/EmployerLiabilitycont. Policy Number Insurer States Covered WLR C6692340A —_—Indemnity insurance CompanyofNorthAmerica-NAIC #43575 AOS WLR C66923320 ACE American InsuranceCompany -NAIC #22667 CA,AZ,MA SCF C66923368 ACE American Insurance Company -NAIC #22667 Wi Retro ACORD101 (2008/01)©2008 ACORD CORPORATION.All rights reserved. The ACORD nameandlogoare registered marks of ACORD 131 POLICY NUMBER:HDO G7123311A Endorsement Number:6 COMMERCIAL GENERALLIABILITYCG20260413 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED —DESIGNATEDPERSONORORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization{s):Any person or organization whom you have agreedto include as an additional insured under a written contract,provided such contract was executedprior tothedateofloss. Information required tocomplete this Schedule,if not shown above,will be shown In the Declarations. A.Section [_-Who Is An Insured is amended to. include as an additional insured the person(s)ororganization(s)shown in the Schedule,but only &.With respect to the insurance afforded to theseadditionalinsureds,the following is added toSectionill—Limits Of Insurance: CG 20 26 0413 with respect to liability for“bodily injury“,“propertydamage”or "personal and advertising injury"caused,in whole or in part,by your acts oromissionsortheactsoromissionsofthoseactingonyourbehalf: 1.In the performance of your ongoing operatians;or 2. In connection with your premises owned by orrentedtoyou. However: 4.The insurance afforded to suchadditionalInsuredonlyappliestatheextentpermittedbylaw;and 2.If coverage provided to the additional insured isrequiredbyacontractoragreement,the insurance afforded to such additional insured will not be broader than that which you arerequiredbythecontractoragreementtoprovideforsuchadditianalinsured. ©Insurance Services Office,Inc.,2012 if coverage provided to the additional!insured isrequiredbyacontractoragreement,the most wewillpayonbehalfoftheadditionalinsuredistheamountofinsurance: 1.Required by the contract or agreement;or 2.Available under the applicable Limits ofInsuranceshownintheDeclaratians; whicheveris less. This endorsement ‘shall not increase theapplicableLimitsofInsuranceshownintheDeclarations. Page 1 of 1 |3POLICYNUMBER:HDO G7123314A Endorsement Number:4 COMMERCIAL GENERALLIABILITYCG20010413 THIS ENDORSEMENT CHANGESTHE POLICY.PLEASEREADIT CAREFULLY. PRIMARY AND NONCONTRIBUTORY—OTHER INSURANCE CONDITION This endorsement modifiesinsurance providedunder the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART |PRODUCTS/COMPLETED OPERATIONSLIABILITY COVERAGE PART ‘The following is added to the Other -Insurance (2)You have agreed in writing in a contract orConditionandsupersedes:any provision to the:agreement that this insurance would becontrary:primary and would not seek contributionfromanyotherInsuranceavailabletothePrimaryAndNoncontributoryInsuranceadditionalinsured, This Insurance is.primary to and will not seekcontributionfromanyotherinsuranceavailabletoanadditionalinsuredunderyourpolicyprovidedthat:(1)The additional insured is a Named Insuredundersuchotherinsurance;and CG 200104 13 ©Insurance Services Office,Inc.,2012 Page 1 of 1 Workers’Compensation and Employers’Liability Policy Namad Insured EndorsementNumberAECON 999 TOWN &COUNTRY ROAD Policy Number Policy Period Effective Date of Endorsement06-01-2020 TO 04-01-2021 04-01-2020 Issued By (Name of Insurance Company)ACE AMERICAN INSURANCE COMPANY inserttha salicy number.The remainderof theinformationis to be completed onjy when thisendorsementis issued subsequent to the preparationof the poke. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERSENDORSEMENT This endorsementapplies only to the insurance provided by the policy because California is shown in-Item 3.A.ofthe Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule,but:this waiver applies only with respectto:bodily injury arisingout of the operations described in the Schedule,where you are required by a written contract.fo obtain this waiver fram us. You must maintain payrali records accurately segregating the remuneration of your employeeswhile engaged in theworkdescribedintheSchedule. Schedule 1.()Specific Waiver Name of personor organization: (X )Blanket Waiver Any person or organization for whom the NamedInsured hasagreed by written contract to furnish this walver. 2.Operations: ALL OPERATIONS CONDUCTED BY AN INSURED PURSUANT TO SUCH WRITTEN CONTRACT 3.Premium: The premium chargefor this endorsementshall be 1.9 percentofthe California premium developed on payrall in connection with work performed for the above person(s)or organization(s)arising out of theoperations.described. 4.Minimum Premium:$9... ‘Authorized Representative WC 90 03 75 (05/18) PSA20-982TRAN City Attorney Approved Version 6/12/18 1 AGREEMENT FOR TERRAMAR CEQA ANALYSIS SERVICES AECOM TECHNICAL SERVICES, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and AECOM TECHNICAL SERVICES, INC., a California corporation, ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced in environmental planning. B.Contractor has the necessary experience in providing professional services and advice related to environmental planning. 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 (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) 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 shall not exceed thirty-three thousand nine hundred thirty-five dollars ($33,935). 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 thirty thousand dollars ($30,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A January 9th PSA20-982TRAN City Attorney Approved Version 6/12/18 2 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 attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A PSA20-982TRAN City Attorney Approved Version 6/12/18 3 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 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. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 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. 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 DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A PSA20-982TRAN City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 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. For City For Contractor Name Jonathan Schauble Name Jessica Fernandes Title Senior Engineer Title Project Manager Department Public Works Address 401 West A Street Suite 1200 City of Carlsbad San Diego, CA 92101 Address 1635 Faraday Ave Phone No. 619-610-7600 Carlsbad, CA 92008 Email jessica.fernandes@aecom.com Phone No. 760-602-2762 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. DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A PSA20-982TRAN City Attorney Approved Version 6/12/18 5 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 categories. Yes No 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 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 DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A PSA20-982TRAN City Attorney Approved Version 6/12/18 6 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. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of 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. DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A PSA20-982TRAN City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California AECOM TECHNICAL SERVICES, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Teri Fenner, Vice President (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A PSA20-982TRAN City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A AECOM 401 West A Street Suite 1200 San Diego, CA 92101 www.aecom.com 619.610.7600 tel 619.610.7601 fax November 14, 2019 Jonathan Schauble City of Carlsbad 1635 Faraday Avenue. Carlsbad, CA 92008 Subject: Scope and Fee Proposal, Completion of Mitigated Negative Declaration for Terramar Project Dear Jonathan: The environmental planning professionals at AECOM Technical Services, Inc. (AECOM) are pleased to support the City of Carlsbad (City) in the completion of the Mitigated Negative Declaration (MND) for the Terramar Project (Project). AECOM has prepared an Initial Study (IS) Checklist, Administrative Draft MND, and technical studies for the Project. This effort was performed via Task Order 13 of Master Services Agreement (MSA) TRAN828 which expired in June 2019. The City has requested AECOM complete the Draft and Final MND via a new project contract. Attachment A provides the scope of work to complete the MND process. The detailed fee estimate is provided in Attachment B. Since the MSA is no longer valid, we also provide a Rate Sheet valid for staff labor in 2019/2020. We assume the contract terms and conditions will be as negotiated via the MSA. We are ready to reinitiate this project immediately upon execution of a new contract. Please contact me with any questions at (858) 344-6296 or email below. Thank you! Sincerely, Jessica Fernandes Project Manager/Environmental Planner Jessica.fernandes@aecom.com I am authorized to commit AECOM to this scope and fee proposal and designate Jessica Fernandes as the main point of contact. Teri Fenner Vice President Attachments: A. Scope of Work B. Fee DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A Terramar Area Coastal Improvements Project Page 1 of 3 Continuation of Environmental Review SOW ATTACHMENT A TERRAMAR AREA COASTAL IMPROVEMENTS PROJECT APPROACH FOR CONTINUATION OF ENVIRONMENTAL REVIEW November 2019 AECOM has submitted technical reports, an IS Checklist, and an administrative draft MND via TO 13, MSA TRAN828. The City provided comments on this deliverable to AECOM the week of November 1, 2019. Our scope of work reflects the next steps in the process to obtain a Final MND. It assumes no changes to technical reports or substantive comments on the project description that would change the analysis. SCOPE OF WORK TASK 1: INITIAL STUDY/MITIGATED NEGATIVE DECLARATION (IS/MND) Task 1.1 Administrative Draft IS/MND Comments and Pre-Print Public Review Draft IS/MND Upon receipt of City comments, AECOM will prepare a list of questions for the City as needed, attend a meeting to discuss any outstanding issues, and incorporate the City’s final direction on the revisions into a pre-print Public Review Draft IS/MND. Task 1.1 assumes consultant time for the review of City comments and one meeting to discuss questions or outstanding issues with the City. Task 1.2 Public Review Draft MND The City will review the Pre-print Public Review Draft IS/MND for a period of three weeks, and provide one set of revisions to AECOM. AECOM will incorporate the City’s final direction on the revisions into a Public Review Draft IS/MND (assume 3 weeks). AECOM will provide one digital deliverable of the Draft MND for reproduction (by the City) and uploading onto the City’s website. The Public Review Draft IS/MND will be circulated for a 30-day public review period, as required by California Public Resources Code Division 13 Chapter 2.6 (Section 21091). It is assumed that the City will be responsible for preparing and distributing the public Notice of Availability (NOA) for the Draft IS/MND and Notice of Intent (NOI) to adopt the MND. The City will distribute the Draft IS/MND and Notice of Completion (NOC) to the State Clearinghouse and any other locations determined appropriate. Task 1.3 Prepare Response to Comments and Final Mitigated Negative Declaration AECOM will respond to public comments and make revisions to the Public Review Draft IS/MND based on those public comments received during the 30-day review period. Comments, and responses to comments, will be consolidated and attached to the Final IS/MND. For this task, it is assumed that up to 30 public comments will be received on the Draft IS/MND (note that one comment letter may contain more than one comment necessitating response). We also assume that no comments will require adjustments to technical modeling or analyses prepared DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A Terramar Area Coastal Improvements Project Page 2 of 3 Continuation of Environmental Review SOW to support the IS/MND, or substantial changes to the project description. If comments require additional technical analysis, additional fee would be required to address this change in scope. AECOM will prepare on administrative Final IS/MND for City review (digital only), respond to minor comments (assume one meeting at City offices), and then prepare a Final IS/MND for City action. TASK 1: DELIVERABLES This task will include the following deliverables: • A list of questions or issues to be resolved, as necessary, prior to a meeting to discuss comments on the Administrative Draft IS/MND (provided digitally). • Pre-print Public Review Draft IS/MND (provided digitally) • Public Review Draft IS/MND (provided digitally in Word and PDF) for printing by the City (no CDs). • Pre-print Final IS/MND (provided digitally). • Print-ready Final IS/MND provided digitally (Word and PDF formats). TASK 1: ASSUMPTIONS 1. The City will be responsible for all public noticing, agency fees, and distribution to resource agencies and the public. 2. AECOM is available to support the City by attending public meetings and/or creating presentations for use at public hearings, but an amendment would be required. TASK 2: PROJECT MANAGEMENT AND COORDINATION AECOM's project manager will provide the day-to-day coordination with the project team and City staff. Concise project status updates will be provided to the City with monthly project invoices, including revisions to the schedule or outstanding issues. AECOM will coordinate with the project team regarding project issues, data, reports, and other information or materials necessary. SCHEDULE • The Draft IS/MND will be ready for public distribution 6-8 weeks from notice to proceed. • Comments/responses and the pre-print Final MND will be provided for City review 2-4 weeks after the end of the 30 day comment period (depending on complexity and number of comments). • AECOM will generate the print-ready Final IS/MND for City decision within 2 weeks of receipt of City comments. DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A Terramar Area Coastal Improvements Project Page 3 of 3 Continuation of Environmental Review SOW Estimate approximately 4 months from contract execution to Final MND. The project schedule will be updated as the project progresses. FEE ESTIMATE The fee to complete the services described above for the Terramar Draft and Final IS/MND, is $33,935.00. The project will be billed time and materials on a monthly basis consistent with the new contract and rate sheet. Detailed costs back-up is provided in Attachment B. Table 1 Fee Task Fee 1. IS/MND (Draft and Final) $30,010.00 2. Project Management and Coordination $3,850.00 3. Reimbursables and Expenses $75.00 Total Fee $33,935.00 DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A ATTACHMENT B DETAILED FEE DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A ATTACHMENT B: FEE CONTINUATION OF ENVIRONMENTAL SERVICES FOR TERRAMAR COASTAL IMPROVEMENTS PROJECT DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A DocuSign Envelope ID: EB59E1A5-E418-4414-899D-70D1C345E54A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 04 2,000,000 HDO G71234137 James L. Vogel LOS-002448631-01 1,000,000 X N/A Defense Included"CLAIMS MADE" of Marsh Risk & Insurance Services Los Angeles, CA 90071 N X04/01/2019 04/01/2020 04/01/2019 ISA H25280532 ARCHITECTS & ENG. D 4,000,000 2,000,000 27960 N/A 1,000,000 X C X insured for GL & AL coverages, but only as respects work performed by or on behalf of the named insured and where required by written contract. Waiver of Subrogation is applicable where required by written 10/28/2019 04/01/2019 4,000,000 Re: AECOM Project Name: Agua Hendionda Vegetation Maintenance Project; Client Ref: TRAN1126. X CARLSBAD, CA 92008 CITY OF CARLSBAD SEE ACORD 101 City of Carlsbad, it's parent company, and their respective subsidiaries, officers, directors, stockholders, employees, agents, representatives, and assigns, its subsidiaries and Affiliates are named as additional contract with respect to WC. A Illinois Union Insurance Co CN101348564-STND-GAUE-19-20 Per Claim/Agg 5,000 04/01/2020 1,000,000 PROFESSIONAL LIAB. 4,000,000 22667 2,000,000 1,000,000 04/01/2020 SEE ACORD 101 CA License #0437153 Marsh Risk & Insurance Services 633 W. Fifth Street, Suite 1200 Attn: LosAngeles.CertRequest@Marsh.Com AECOM Technical Services, Inc. AECOM San Diego, CA 92101 401 West A Street, Suite 1200 EON G21654693 005 04/01/2019 1635 FARADAY AVENUE 2020 A . 04/01/2020 ACE American Insurance Company ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Waiver of Subrogation is applicable where required by written contract with respect to WC. If the insurer for the Workers Compensation policy cancels its policy for any reason 22 qualified� WCU C65893393 ACE American Insurance Company - NAIC # 22667 OH, Ohio Qualified Self Insured (QSI) - SIR: $500,000; Only applicable to specific Los Angeles WLR C6589323A Indemnity Insurance Company of North America - NAIC # 43575 AOS� Policy Number Insurer States Covered � SCF C65893198 ACE American Insurance Company - NAIC # 22667 WI Retro� WLR C65893150 ACE American Insurance Company - NAIC # 22667 CA and MA� �� �� � Workers Compensation/Employer Liability cont.� Certificate of Liability Insurance CN101348564 entities self-insured in the state of Ohio� �� other than for non-payment of premium, the insurer will provide 30 days notice of cancellation to those Certificate Holders that require it by written contract. �� Marsh Risk & Insurance Services� AECOM Technical Services, Inc.� AECOM� San Diego, CA 92101 401 West A Street, Suite 1200� 25 ��